Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 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 pursuant to Section 2.14(d) (Illegality), (C) 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 becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims. (b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 (Limitations 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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 4 contracts
Samples: Credit Agreement (Knology Inc), Credit Agreement (Knology Inc), Credit Agreement (Knology Inc)
Substitution of Lenders. If
(a) In any Lender has failed to fund its Revolving Credit Percentage of any Revolving Credit Advance, or to fund a Revolving Credit Advance to repay a Swing Line Advance or any Reimbursement Obligations, (b) the event that obligation of any Lender to make Eurodollar-based Advances has been suspended pursuant to Section 11.3 or 11.4, (i)(Ac) any Lender makes a claim has demanded compensation under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy3.4(c), (B) it becomes illegal for any Lender to continue to fund 11.5 or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (C) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender 11.6 or (Dd) any Lender becomes a Non-Funding Lenderhas not approved an amendment, (ii) in waiver or other modification of this Agreement, if such amendment or waiver has been approved by the case Majority Lenders and the consent 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and is required (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lendereach case, an “Affected Lender”), then the Agent or the Borrowers shall have the right to make written demand on the Affected Lender (with a copy to the Borrower may substitute any Lender and, if reasonably acceptable Representative in the case of a demand by the Agent or with a copy to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery Agent in the case of a written notice (a “Substitution Notice”) demand by the Borrower Borrowers) to the Administrative Agent assign and the Affected Lender within a reasonable time shall assign, to one or more financial institutions that comply with the provisions of Section 13.8 hereof (in any case not the “Purchasing Lender” or “Purchasing Lenders”) to exceed 90 days) following purchase the occurrence of any Advances of the events described in clause (i) above that Revolving Credit and/or Swing Line, as the Borrower intends to make such substitution; providedcase may be, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims 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 extend credit under the Loan Documents 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 Substitute Institution Revolving Credit and/or Swing Line, 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 the Borrowers requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, the Borrowers shall assumepay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten (10) Business Days after such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 11.1 if the Borrowers had prepaid the outstanding Eurodollar-based Advances of the Affected Lender on the date of such sale and (ii) 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 Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be relieved ofreleased from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Lenders, the Affected Lender’s , as assignor, such Purchasing Lender, as assignee, the Borrower Representative 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 Commitments and all other prior unperformed obligations Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations)Lender. 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, the Term Loans, together In connection with any other Obligations 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 agree to be bound by the terms hereof and (ii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 assignment pursuant to this Section 2.1713.12, it the Borrowers or the Purchasing Lender shall execute and deliver pay to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a 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 administrative fee for processing such assignment invalidreferred to in Section 13.8.
Appears in 4 contracts
Samples: Credit Agreement (Sterling Construction Co Inc), Credit Agreement (Sterling Construction Co Inc), Credit Agreement (Sterling Construction Co Inc)
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar BA Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), or (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of except with respect to clause (i)(A),(B) and (Ca)(iii) above, Lenders holding at least 75% of the aggregate amount sum of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may may, at its sole cost and expense, substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claimclaims) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents (for a purchase price equal to the principal balance of all Loans held by such Affected Lender and all accrued and unpaid interest with respect thereto through the date of sale) and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such ) and such sale and purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent Agent. Upon the effectiveness of such sale, purchase and assumption (which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans Commitments of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.
(c) Each Lender agrees that. Notwithstanding the above, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to the Borrower may not exercise the substitution right under this Section 2.17, it shall execute and deliver to 2.17 during the Administrative Agent continuance of an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure Event of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalidDefault.
Appears in 4 contracts
Samples: Credit Agreement (Warnaco Group Inc /De/), Credit Agreement (Warnaco Group Inc /De/), Credit Agreement (Warnaco Group Inc /De/)
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), or (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of except with respect to clause (i)(A),(B) and (Ca)(iii) above, Lenders holding at least 75% of the aggregate amount sum of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may may, at its sole cost and expense, substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claimclaims) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent, each Issuer and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents (for a purchase price equal to the principal balance of all Loans held by such Affected Lender and all accrued and unpaid interest with respect thereto through the date of sale) and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such ) and such sale and purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent Agent. Upon the effectiveness of such sale, purchase and assumption (which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans Commitments of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.
(c) Each Lender agrees that. Notwithstanding the above, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to the Borrower may not exercise the substitution right under this Section 2.17, it shall execute and deliver to 2.17 during the Administrative Agent continuance of an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure Event of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalidDefault.
Appears in 4 contracts
Samples: Credit Agreement (Warnaco Group Inc /De/), Credit Agreement (Warnaco Group Inc /De/), Credit Agreement (Warnaco Group Inc /De/)
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(cSections 2.13(c) (Increased Costs) or Section 2.15 2.14 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Parent Borrower pursuant to Section 2.14(d2.13(d) (Illegality), (C) any Loan Party is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Lender or Lender, (D) any Lender becomes a Non-Funding Defaulting Lender, or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders (or all affected Lenders) and at least the Required Lenders have approved such amendment, waiver or other modification, (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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Required Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Parent Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Parent Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Parent Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Parent Borrower within 30 days of each other, then the Parent Borrower may substitute all, but not (except to the extent the Parent Borrower has already substituted one of such Affected Lenders before the Parent Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 10.5 (Limitations 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, the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Parent Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 and holding outstanding Term Loans in the amount of such Affected Lender’s Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time that the Substitute Institution replaces the 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 2.172.16, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a 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 3 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (Boardwalk Pipeline Partners, LP), Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 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 Borrowers pursuant to Section 2.14(d) (Illegality), (C) 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 becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower Borrowers to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower Borrowers intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 days of each other, then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has Borrowers have already substituted one of such Affected Lenders before the Borrower’s Borrowers’ receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 (Limitations of Liability)11.5, 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, the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower Borrowers whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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 2 contracts
Samples: Credit Agreement (Marquee Holdings Inc.), Credit Agreement (Amc Entertainment Inc)
Substitution of Lenders. If (a) In the event that (i)(Aa)(i) any Lender (other than the Fronting Lender) or Synthetic Investor makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (Bii) it becomes illegal for any Lender (other than the Fronting Lender) to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender (other than the Fronting Lender) or Synthetic Investor, (Div) any Lender (other than the Fronting Lender) becomes a Non-Funding LenderLender or (v) any Synthetic Investor fails to make the initial payment it is required to make in respect of any Credit-Linked Deposit, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender or Synthetic Investor under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount Commitments (considering, for purpose of this clause (c) that the Commitment of the Commitments and Fronting Lender has been assigned to the outstanding Term Loans Synthetic Investors in accordance with their Ratable Portion) are not subject to such increased costs or illegality, payment or proceedings (any such LenderLender or Synthetic Investor, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the notification to the Borrower of any applicable event described in clauses (a)(i), (ii), (iii) or (iv) above) by the Borrower to the Administrative Agent and the Affected Lender within (and, if such Affected Lender is a reasonable time (in any case not to exceed 90 daysSynthetic Investor, the Fronting Lender) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution (x) must be an Eligible Assignee and (y) if not already a Lender or Synthetic Investor, must be reasonably acceptable to the Administrative Agent; provided, however, that, if more than one Lender or Synthetic Investor claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders and Synthetic Investors making such claims.
(b) . If the Substitution Notice proposed substitute financial institution or other entity meets the conditions set forth in clauses (x) through (y) above and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, at par plus accrued interest, (and, if such Affected Lender is a Synthetic Investor, the Fronting Lender shall execute all documents necessary to effect such sale and substitution) all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution Credit-Linked Deposit and such substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents or, as the case may be, the Credit-Linked Deposit (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such If such Affected Lender is a Lender hereunder, upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full to by the Affected Lender Borrower in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of date to such sale, purchase and assumptionAffected Lender), the Substitute Institution substitute financial institution or other entity shall become a “Lender” (or if such Affected Lender is a Synthetic Investor, a “Synthetic Investor”) hereunder for all purposes of this Agreement having a Commitment and holding outstanding Term Loans (if applicable) or Credit-Linked Deposit, as applicable, in the amount of such Affected Lender’s Commitment and outstanding Term Loans or Credit-Linked Deposit, as applicable, assumed by it and such Commitment and outstanding Term Loans or Credit-Linked Deposit, as applicable, of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.
(c) Each Lender agrees that, if it becomes an . If such Affected Lender and its rights and claims are assigned hereunder to is a Substitute Institution pursuant to this Section 2.17Lender or Synthetic Investor hereunder, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptancetransfer; provided, however, that the failure of any the Affected Lender to execute an such Assignment and Acceptance shall not render invalidate such assignment invalidassignment, and such Assignment and Acceptance shall be deemed to be executed upon receipt by such Affected Lender of such payment in full.
Appears in 2 contracts
Samples: Credit Agreement (McDermott International Inc), Credit Agreement (McDermott International Inc)
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(cSections 2.13(c) (Increased Costs) or Section 2.15 2.14 (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 pursuant to Section 2.14(d2.13(d) (Illegality), (C) any Loan Party is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Required Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 10.5 (Limitations 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 and holding outstanding Term Loans in the amount of such Affected Lender’s Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 2.172.16, 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 2 contracts
Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP), Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Substitution of Lenders. If (a) In the event that (i)(Aa)(i) any Lender makes a claim under Section 2.14(c) (Increased Costs2.17(c) or Section 2.15 (Capital Adequacy)2.18, (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower Borrowers pursuant to Section 2.14(d) (Illegality2.17(d), (Ciii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) 2.19 that is attributable to a particular Lender Lender, or (Div) any Liquidity Lender becomes a Non-Funding Defaulting Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Applicable Requisite Lenders under this Agreement Agreement, and (iiic) in the case of clause clauses (i)(A),(Ba)(i) and (Cii) above, (i) if such Lender is a Term Lender, Applicable Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings and (ii) if such Lender is not a Term Lender, Applicable Lenders holding at least 75% of the Applicable Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may Borrowers may, at Borrowers’ sole effort and expense, substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the notification to the Borrowers of any applicable event described in clauses (a)(i), (ii), (iii) or (iv) above) by the Borrower Borrowers to the each Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends 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 each Administrative Agent and each Applicable Issuer (each such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 days of each other, then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has Borrowers have already substituted one of such Affected Lenders before the Borrower’s Borrowers’ receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) . If the Substitution Notice 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 2.172.20, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, at par plus accrued interest and Letter of Credit Participation Fees, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution such substitute financial institution or other entity shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit its Applicable Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Affected Lender, upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full to by the Affected Lender Borrowers in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of date to such sale, purchase and assumptionAffected Lender), the Substitute Institution substitute 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 and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it (if any) and such Commitment and outstanding Term Loans of the Affected Lender shall be terminatedterminated and (y) holding the amount of Applicable Loans and Reimbursement Obligations held by the Affected Lender; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.
(c) Each Lender agrees that, if it becomes an . Such 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 Applicable Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptancetransfer; provided, however, that the failure of any the Affected Lender to execute an and deliver such Assignment and Acceptance shall not render invalidate such assignment invalidassignment, and such Assignment and Acceptance shall be deemed to be executed and delivered upon receipt by such Affected Lender of such payment in full.
Appears in 2 contracts
Samples: Credit Agreement (McDermott International Inc), Credit Agreement (McDermott International Inc)
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan or BA Rate Loan and such Lender notifies the Borrower Borrowers pursuant to Section 2.14(d) (Illegality), (C) 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 becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower Borrowers may substitute substitute, without novation, any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower Borrowers to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends Borrowers intend to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 days of each other, then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower Borrowers has already substituted one of such Affected Lenders before the Borrower’s Borrowers' receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, 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 's Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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, the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower Borrowers whereby the Substitute Institution shall agree to be bound by the terms hereof and (ii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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 2 contracts
Samples: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) 2.11 (Increased Costsc) or Section 2.15 2.12, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality2.11(d), or (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.13 that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Term Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clause clauses (ia)(i), (ii), (iii) above or (iv)) by the Borrower to the Agent and the Affected Lender that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not an existing Lender, reasonably acceptable to the Agent and acceptable to Government Guarantor; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 (Limitations 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, event that the failure of any Affected Lender proposed substitute financial institution or other entity is acceptable to execute an Assignment and Acceptance shall not render such assignment invalid.the
Appears in 1 contract
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased Costs2.13(c) or Section 2.15 2.14, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality2.13(d), or (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.15 that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, or (iiv) any Lender is a Rejecting Lender pursuant to Section 2.17, (b) in the case of clause CLAUSE (i)(AA)(I) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”"AFFECTED LENDER"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in CLAUSES (A)(I), (II), (III) OR (IV)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; providedPROVIDED, howeverHOWEVER, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchasepurchase at par, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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.substitute
Appears in 1 contract
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 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 pursuant to Section 2.14(d) (Illegality), (C) 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 Revolving Credit Lender becomes a Non-Funding Lender, Lender and (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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Revolving Credit Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender Amended and Restated Credit Agreement U.S. Concrete, Inc. within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents 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 damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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, the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance reasonably satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 and holding outstanding Term Loans in the amount of such Affected Lender’s Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 (Us Concrete Inc)
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c2.12(c) (Increased Costs) or Section 2.15 2.13 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d2.12(d) (Illegality), (C) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 2.14 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under CREDIT AGREEMENT FMC FINANCE B.V. this Agreement and (iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative AgentAgent and, if such Lender is to be a Lender, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause clauses (ii)(A), (B), (C) or (D) above by the Borrower to the Administrative Agent and the Affected Lender that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.15, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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 latest of (i) the receipt by the Affected Lender of its Ratable Portion of the Revolving Credit Outstandings, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminatedterminated to the extent so assumed; provided, however, that all indemnities under the Loan Documents shall 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 2.172.15, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a 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 (FMC Corp)
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased CostsSECTION 2.13(c) or Section 2.15 SECTION 2.14, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (IllegalitySECTION 2.13(d), or (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) SECTION 2.15 that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 7551% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”"AFFECTED LENDER"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii) or (iii)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; providedPROVIDED, howeverHOWEVER, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has have already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17SECTION 2.16, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit Commitments and of all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “Lender” "LENDER" hereunder for all purposes of this Agreement having a Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c2.13(c) (Increased Costs) or Section 2.15 2.14 (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 pursuant to Section 2.14(d2.13(d) (Illegality), (C) any Loan Party is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may may, at its sole cost and expense, substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claimclaims) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such the 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 damages (which pursuant to Section 11.5 (Limitations 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 receipt, in immediately available funds, by the Affected Lender of its Ratable Portion of the Revolving Credit Outstandings, Outstandings and the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an Assignment and Acceptance or such other agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date, for which the Borrower shall be solely responsible. 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.. Credit Agreement FA Sub 3 Limited
(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 2.172.16, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c2.10(c) (Increased Costs) or Section 2.15 2.11 (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 pursuant to Section 2.14(d2.10(d) (Illegality), (C) any Loan Party is required to make any payment pursuant to Section 2.16 2.12 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate principal amount of the Commitments and the outstanding Term Loans then outstanding are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.13, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents Documents, and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit Commitments and of all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which which, pursuant to Section 11.5 (Limitations 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 Term Loan Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Term Loan Commitment and outstanding Term Loans assumed by it and such Term Loan Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 2.172.13, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Term Loan Note (if such Loans are evidenced by a Term Loan 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: Second Lien Credit Agreement (Tecumseh Products Co)
Substitution of Lenders. (a) a. In the event that (i)(A) any Lender makes a claim under Section 2.14(cSections 2.13(e) (Increased Costs) or Section 2.15 2.14 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Parent Borrower pursuant to Section 2.14(d2.13(c) (IllegalityLaws Affecting Eurodollar Rate Loan Availability), (C) any Loan Party is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Lender or Lender, (D) any Lender becomes a Non-Funding Defaulting Lender, or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders (or all affected Lenders) and at least the Required Lenders have approved such amendment, waiver or other modification, (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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Required Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Parent Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Parent Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Parent Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Parent Borrower within 30 days of each other, then the Parent Borrower may substitute all, but not (except to the extent the Parent Borrower has already substituted one of such EXHIBIT 10.1 ANNEX A Affected Lenders before the Parent Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) b. If the Substitution Notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 10.5 (Limitations 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, the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Parent Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 and holding outstanding Term Loans in the amount of such Affected Lender’s Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time that the Substitute Institution replaces the Affected Lender.
(c) 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 2.172.16, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a 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: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased CostsSpecial Provisions Governing Eurodollar Rate Loans) or Section 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 pursuant to Section 2.14(d) (IllegalitySpecial Provisions Governing Eurodollar Rate Loans), (C) 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 becomes a Non-Funding Defaulting 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Revolving Credit Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims; provided, further, that in the event of any such substitution resulting from a claim for compensation under Section 2.14(c) (Special Provisions Governing Eurodollar Rate Loans) or payments required to be made pursuant to Section 2.16 (Taxes), such substitution will result in a material reduction in such compensation or payments.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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 latest of (i) the receipt by the Affected Lender of its Ratable Portion of the Revolving Credit Outstandings, the Outstandings and Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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. The Substitute Institution shall pay any applicable recordation or processing fees set forth in Section 11.2(b) (Assignments and Participations) in connection with such assignment pursuant to this clause (c).
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Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), or (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower Borrowers pursuant to Section 2.14(d) (Illegality), or (Ciii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clause clauses (ia)(i), (ii) above or (iii)) by the Borrowers to the Administrative Agent and the Affected Lender that the Borrower intends Borrowers intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 thirty (30) days of each other, other then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower Borrowers has already substituted one of such Affected Lenders before the Borrower’s Borrowers' receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed Credit Agreement EXIDE TECHNOLOGIES substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.172.18 (Substitution of Lenders), the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Commitment and holding outstanding Term Loans (if applicable) in the amount of such Affected Lender’s 's Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans (if applicable) of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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.
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Samples: Secured Super Priority Debtor in Possession Credit Agreement (Exide Corp)
Substitution of Lenders. If (a) In the event that (i)(Aa)(i) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy)2.15, (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender Lender, or (Div) any Lender becomes a Non-Funding Defaulting Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement Agreement, and (iiic) in the case of clause clauses (i)(A),(Ba)(i) and (Cii) above, Lenders holding at least 75% of the aggregate amount of the Revolving Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the notification to the Borrower of any applicable event described in clauses (a)(i), (ii), (iii) or (iv) above) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution. A substitute financial institution (x) must be an Eligible Assignee and (y) if not already a Lender, must be reasonably acceptable to the Administrative Agent and, in the case of a substitute Lender, each Issuer; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) . If the Substitution Notice 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 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, at par plus accrued interest, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution such substitute financial institution or other entity shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Affected Lender, upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full to by the Affected Lender Borrower in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of date to such sale, purchase and assumptionAffected Lender), the Substitute Institution substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Revolving Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Revolving Commitment and outstanding Term Loans assumed by it and such Revolving Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.
(c) Each Lender agrees that, if it becomes an . Such 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 Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptancetransfer; provided, however, that the failure of any the Affected Lender to execute an such Assignment and Acceptance shall not render invalidate such assignment invalidassignment, and such Assignment and Acceptance shall be deemed to be executed upon receipt by such Affected Lender of such payment in full.
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Substitution of Lenders. (a) In the event that (i)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (B) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurodollar Rate Loan and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (C) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (D) any Revolving Credit Lender becomes a Non-Funding 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 Revolving Credit Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Revolving Credit Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Revolving Credit Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Revolving Credit Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Revolving Credit Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents Documents, and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s 's Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 and holding outstanding Term Loans in the amount of such Affected Lender’s 's Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.
(c) Each Revolving Credit 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
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(cSections 2.13(c) (Increased Costs) or Section 2.15 2.14 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Parent Borrower pursuant to Section 2.14(d2.13(d) (Illegality), (C) any Loan Party is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Required Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Parent Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Parent Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Parent Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Parent Borrower within 30 days of each other, then the Parent Borrower may substitute all, but not (except to the extent the Parent Borrower has already substituted one of such Affected Lenders before the Parent Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 10.5 (Limitations 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, the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Parent Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 and holding outstanding Term Loans in the amount of such Affected Lender’s Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.. Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 -----
(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 2.172.16, 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: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim claims any increased costs under Section 2.14(c) (Increased Costs) 5.3 or Section 2.15 5.4, and (Capital Adequacy), (Bi) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (C) 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 becomes a Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of such increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Pro Rata Share of the Revolving Loans materially exceeds is more than 20 basis points per annum in excess of the effective average annual rate of interest payable to the Requisite Majority Lenders under this Agreement and (iiiii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a give not less than 30 days prior written notice (a “Substitution Notice”) which written notice must be given within 90 days following the receipt by the Borrower Borrowers of such claim) to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends Borrowers intend to make such substitutionsubstitute another financial institution, which substitute financial institution must be reasonably acceptable to the Administrative Agent and the Majority Lenders; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment costs arising from the same act or condition and such claims are received by the a Borrower within 30 60 days of each other, other then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution is reasonably acceptable to the Administrative Agent and the Majority Lenders and the written notice was properly issued under this Section 2.175.7, the Affected Lender shall sell, sell at par plus accrued interest and the Substitute Institution substitute financial institution shall purchase, pursuant to assignment documentation that is reasonably acceptable to the Affected Lender (and in any event provides that such assignment shall be without recourse, representation or warranty to the Affected Lender), all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit Commitments of its Commitment and all other prior theretofore unperformed obligations of the Affected Lender under the Loan Documents (other than in respect Documents. Upon the effectiveness of any damages (which pursuant to Section 11.5 (Limitations of Liability)such sale, 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 assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all 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 substitute financial institution shall become a “"Lender” " hereunder for all purposes of this Agreement having a Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.
(cb) Each In the event that the Affected Lender agrees thatas to which the requirements of paragraph (a) above apply is a participant which, if it becomes an under Section 13.13(e), is treated as a Lender, except as provided below, the Lender which created such participation shall, subject to the last sentence of this paragraph, be obligated to repurchase such participation from such Affected Lender and its rights and claims are assigned hereunder at the option of such Affected Lender either sell an equivalent interest in the Commitment (or a like participation) to a Substitute Institution pursuant the substitute financial institution (or to another financial institution selected by the Lender who granted such participation which other financial institution will not require reimbursement for such higher costs as triggered the application of this Section 2.17, it 5.7) or retain such participation for its own account and the claim by such Affected Lender for increased costs under Section 5.3 or Section 5.4 shall execute and deliver to the Administrative Agent constitute an Assignment and Acceptance to evidence offer by such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment sell to the Lender creating such participation the participation of such Affected Lender in the event such sale becomes required under this Section 5.7. Notwithstanding anything to the contrary contained in this Section 5.7, no Lender creating such participation shall be obligated to effect any such purchase of a participation under this Section 5.7 until such Lender shall have been provided good collected funds therefor by the substitute financial institution and Acceptance shall not render such assignment invaliduntil the Borrowers have made all payments required under this Section 5.7.
Appears in 1 contract
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar External Rate Loan and such Lender notifies the Borrower Company pursuant to Section 2.14(d) (Illegality), (C) 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 becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause clauses (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount Revolving Credit Commitments (or, after the termination of the Commitments and Revolving Credit Commitments, the outstanding Term Loans Revolving Credit Outstandings) are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower Company may substitute any a Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower Company to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower Company intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Company within 30 days of each other, then the Borrower Company may substitute all, but not (except to the extent the Borrower Company has already substituted one of such Affected Lenders before the Borrower’s Company's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.. AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY
(b) If the Substitution Notice was properly issued under this Section 2.17, (x) the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents (other than, except as provided below, the Australian Dollar Sublimit of such Affected Lender then in effect) and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s 's Revolving Credit Commitments Commitments, and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant other than exemplary or punitive damages, to Section 11.5 the extent permitted by applicable law) in respect of any such unperformed obligations and other than, except as provided below, in respect of the Australian Dollar Sublimit (Limitations if any) of Liability), do not include the Affected Lender) and (y) the Affected Lender shall be relieved of the Affected Lender's Australian Dollar Sublimit and all other prior unperformed obligations of the Affected Lender relating thereto under the Loan Documents (other than in respect of any damages (other than 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 the payment in full in cash of any Obligation owing to it (including its Ratable Portion of the Revolving Credit Outstandings, the Term Loans, together with any other Obligations owing to it), (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower Company whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 and, if applicable, having a Revolving Credit Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Revolving Credit Commitment and outstanding Term Loans assumed by it (and, to the extent expressly assumed by such Substitute Institution and to the extent such Substitute Institution shall be (after becoming a Revolving Credit Lender) an Australian Dollar Lender hereunder, an Australian Dollar Sublimit in the amount of such Affected Lender's Australian Dollar Sublimit then in effect) and such Revolving Credit Commitment and outstanding Term Loans the Australian Dollar Sublimit of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender. If such Affected Lender was an Australian Dollar Lender and the Substitute Institution does not assume the Australian Dollar Sublimit of the Affected Lender, the Affected Lender's Australian Dollar Ratable Portion of the Australian Dollar Outstandings shall be replaced by, in accordance with Section 2.11(d) (Conversion and Continuation), Base Rate Loans made in Dollars as provided in Section 2.11 (Conversion and Continuation) and the proceeds of the Revolving Dollar Loans made to effect such conversion shall be given in their entirety to the Affected Lender and not, as may be otherwise provided hereunder, to the Australian Dollar Lenders according to their Australian Dollar Ratable Portions.
(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.. AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY
Appears in 1 contract
Samples: Credit Agreement (S&c Holdco 3 Inc)
Substitution of Lenders. (ai) In the event that (i)(AA) any Lender makes a claim under Section 2.14(c2.13(c) (Increased Costs) or Section 2.15 2.14 (Capital Adequacy), (B) it becomes illegal for any Lender to AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d2.13(d) (Illegality), (C) any Loan Party the Borrower or Holdings is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause clauses (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, 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 's Revolving Credit Commitments Commitments, if any, and Delayed Draw Term Loan Commitments, if any, and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations 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, the Term Loans, Outstandings together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans 's Revolving Credit Commitment, if any, assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; terminated and having a Delayed Draw Term Commitment in the amount of such Affected Lender's Delayed Draw Term Commitment, if any, assumed by it and such Delayed Draw Term Commitment of the Affected Lender shall be terminated provided, however, that all indemnities under the Loan Documents shall 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 2.172.16, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. assignment, together with any Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that that
(i)(A) any Lender makes a claim under Section 2.14(ci) (Increased CostsA) or the Borrower is required to make any payment pursuant to Section 2.15 3.01 (Capital Adequacy)Taxes) that is attributable to a particular Lender, (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) 3.02 (Illegality), (C) any Loan Party is required to make any payment pursuant to Lender makes a claim under Section 2.16 3.04 (TaxesIncreased Costs and Reduced Return; Capital Adequacy) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding Defaulting Lender, ,
(ii) in the case of clause (i)(Ai)(C) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Required Lenders under this Agreement and Agreement, and
(iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount Aggregate Revolving Credit Commitments and Lenders holding at least 75% of the Term Loan Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”"AFFECTED LENDER"), the Borrower may substitute any Lender and, if reasonably acceptable to the applicable Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (ii)(A), (B), (C) or (D) above by the Borrower to the applicable Administrative Agent and the Affected Lender that the Borrower intends to make such substitution; provided, however, that, in the case of any Affected Lender, if more than one such Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, such Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.173.07, the Affected Lender shall sell, 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 's Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations; provided, that in no event shall such Affected Lender be liable for any exemplary or punitive damages to the extent permitted by applicable Law). Such purchase and sale (and the corresponding assignment of all rights and claims hereunderunder this Agreement) 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 Pro Rata Share of the Revolving Credit Outstandings, Outstandings and its Pro Rata Share of the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the applicable Administrative Agent of an agreement in form and substance reasonably satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof of this Agreement and (iiiii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans Commitment, in the amount of such Affected Lender’s 's Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected LenderLender in accordance with the terms of this Agreement.
(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 2.173.07, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance Assumption to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and AcceptanceAssumption; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance Assumption shall not render such assignment invalid.
Appears in 1 contract
Substitution of Lenders. If (a) In the event that (i)(Aa)(i) any Lender makes a claim under Section 2.14(c2.14(b)(ii) (Increased CostsInterest Rate Unascertainable, Inadequate or Unfair) or Section 2.15 (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender or (Div) any Lender becomes a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 7566 2/3% of the aggregate amount of Commitments in the Commitments and the outstanding Term Loans applicable Facility are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv) above) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) . If the Substitution Notice proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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 provisions of all rights Section 11.2 (Assignments and claims hereunderParticipations) applicable to assignees thereunder 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, the Term Loans, together with apply to any other Obligations 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 agree to be bound by the terms hereof and (ii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities assignee under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) 2.14 (Increased Costsc) or Section 2.15 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), or (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ claim' claims) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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.substitute financial institution or other entity shall
Appears in 1 contract
Samples: Revolving Credit Agreement (Warnaco Group Inc /De/)
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased CostsINCREASED COSTS) or Section 2.15 (Capital AdequacyCAPITAL ADEQUACY), or (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan and such Lender notifies the Borrower Applicable Obligors' Agent pursuant to Section 2.14(d) (IllegalityILLEGALITY), or (Ciii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (TaxesTAXES) that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”"AFFECTED LENDER"), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clause (ia) above by the applicable Obligors' Agent to the relevant Administrative Agent and the Affected Lender that the Borrower intends Borrowers intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to such Administrative Agent; providedPROVIDED, howeverHOWEVER, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 days of each other, other then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has Borrowers have already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the relevant Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “Lender” "LENDER" hereunder for all purposes of this Agreement having a Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Credit Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; providedPROVIDED, howeverHOWEVER, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs) Sections 2.14 or Section 2.15 (Capital Adequacy)2.15, (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality2.13(c), (C) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender or Lender, (D) any Lender becomes a Non-Funding LenderLender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modification, (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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Required Lenders under this Agreement and (iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount outstanding principal balance of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, 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 Loans and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability)10.5, 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 upon (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the Revolving Credit Outstandings, aggregate outstanding principal balance of the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment by the Borrower in full to the Affected Lender in cash of all 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 Commitment and holding Loan in an outstanding Term Loans in the principal amount of equal to such Affected Lender’s Commitment and outstanding Term Loans Loan assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminatedit; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the 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 Note (if such Loans are evidenced by a 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: Term Loan Agreement (Boardwalk Pipeline Partners, LP)
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased Costs2.13(c) or Section 2.15 2.14, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Administrative Borrower pursuant to Section 2.14(d) (Illegality2.13(d), or (Ciii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) 2.15 that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, and (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Term Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Administrative Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clause (ia)) above by the Administrative Borrower to the Administrative Agent and the Affected Lender that the Administrative Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Administrative Borrower within 30 days of each other, then the Administrative Borrower may substitute all, but not (except to the extent the Administrative Borrower has already substituted one of such Affected Lenders before the Administrative Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchasepurchase at par, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, of the Affected Lender’s Revolving Credit Term Loan Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Commitment and holding outstanding Term Loans in the aggregate principal amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; providedrepaid, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) 2.14 (Increased Costsc) or Section 2.15 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), or (Ciii) any Loan Party is the Borrower are required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s ’ receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Revolving Credit Commitment and holding outstanding Term Loans (if applicable) in the amount of such Affected Lender’s Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans (if applicable) of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (B) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurodollar Rate Loan and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (C) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (D) any Revolving Credit Lender becomes a Non-Funding 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 Revolving Credit Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount sum of the Revolving Credit Commitments and the then outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.. FIRST LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents Documents, and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s 's Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which which, pursuant to Section 11.5 (Limitations 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 and holding outstanding Term Loans in the amount of such Affected Lender’s 's Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.
(c) Each Revolving Credit 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
Substitution of Lenders. (a) In the event that that:
(i)(A) any Lender makes a claim under Section 2.14(ci) (Increased CostsA) or the Borrower is required to make any payment pursuant to Section 2.15 3.01 (Capital Adequacy)Taxes) that is attributable to a particular Lender, (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) 3.02 (Illegality), (C) any Loan Party is required to make any payment pursuant to Lender makes a claim under Section 2.16 3.04 (TaxesIncreased Costs and Reduced Return; Capital Adequacy) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding Defaulting Lender, ,
(ii) in the case of clause (i)(Ai)(C) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Required Lenders under this Agreement and Agreement, and
(iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 ninety (90) days) following the occurrence of any of the events described in clause (ii)(A), (B), (C) or (D) above by the Borrower to the Administrative Agent and the Affected Lender that the Borrower intends to make such substitution; provided, however, that, in the case of any Affected Lender, if more than one such Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, such Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.173.07, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 (Limitations of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations; provided, that in no event shall such Affected Lender be liable for any exemplary or punitive damages to the extent permitted by applicable Law). Such purchase and sale (and the corresponding assignment of all rights and claims hereunderunder this Agreement) 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 Pro Rata Share of the Revolving Credit Outstandings, the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance reasonably satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof of this Agreement and (iiiii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans Commitment, in the amount of such Affected Lender’s 's Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected LenderLender in accordance with the terms of this Agreement.
(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 2.173.07, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance Assumption to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and AcceptanceAssumption; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance Assumption shall not render such assignment invalid.
Appears in 1 contract
Samples: Senior Unsecured Term Loan Agreement (Psychiatric Solutions Inc)
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) 2.14 (Increased Costsc) or Section 2.15 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower Borrowers pursuant to Section 2.14(d) (Illegality), or (Ciii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clause clauses (ia)(i), (ii), (iii) above or (iv)) by the Borrowers to the Administrative Agent and the Affected Lender that the Borrower intends Borrowers intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 days of each other, other then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has Borrowers have already substituted one of such Affected Lenders before the Borrower’s Borrowers’ receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Revolving Credit Commitment and holding outstanding Term Loans (if applicable) in the amount of such Affected Lender’s Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans (if applicable) of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. If (a) In the event that (i)(Aa)(i) any Lender makes a claim under Section 2.14(c2.14(b)(ii) (Increased CostsInterest Rate Unascertainable, Inadequate or Unfair) or Section 2.15 (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan and such Lender notifies the Borrower Borrowers pursuant to Section 2.14(d) (Illegality), (Ciii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender or (Div) any Lender becomes a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Table of Contents Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 7566 2/3% of the aggregate amount of Commitments in the Commitments and the outstanding Term Loans applicable Facility are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clause clauses (ia)(i), (ii), (iii) above or (iv) above) by the Borrowers to the Administrative Agent and the Affected Lender that the Borrower intends Borrowers intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 days of each other, then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has Borrowers have already substituted one of such Affected Lenders before the Borrower’s Borrowers’ receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) . If the Substitution Notice proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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 provisions of all rights Section 11.2 (Assignments and claims hereunderParticipations) applicable to assignees thereunder 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, the Term Loans, together with apply to any other Obligations 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 agree to be bound by the terms hereof and (ii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities assignee under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c2.15(c) (Increased Costs) or Section 2.15 2.16 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan and such Lender notifies the applicable Borrower pursuant to Section 2.14(d2.15(d) (Illegality), (C) any a Loan Party is required to make any payment pursuant to Section 2.16 2.17 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount Revolving Credit Commitments, Lenders holding at least 75% of the Term Loan Commitments, Lenders holding at least 75% of the Synthetic L/C Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause clauses (ii)(A), (B), (C) or (D) above by the Borrowers to the Administrative Agent and the Affected Lender that the Borrower intends Borrowers intend to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 days of each other, then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has Borrowers have already substituted one of such Affected Lenders before the Borrower’s Borrowers’ receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.18, the Affected Lender shall sell, 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, Synthetic L/C Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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 a payment in an amount equal to its Ratable Portion of the Revolving Credit Outstandings, the Term LoansLoans and Synthetic L/C Exposure, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower Borrowers whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.. Credit Agreement HLI Operating Company, Inc. Hxxxx Lemmerz Finance LLC — Luxembourg S.C.A.
(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 2.172.18, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (B) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurodollar Rate Loan and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (C) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (D) any Revolving Credit Lender becomes a Non-Funding Lender, Lender and (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 Revolving Credit Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Revolving Credit Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Revolving Credit Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Revolving Credit Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents 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 damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 and holding outstanding Term Loans in the amount of such Affected Lender’s Revolving Credit Commitment and outstanding Term Loans assumed by it and such CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.
(c) Each Revolving Credit 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
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased Costs2.13(c) or Section 2.15 2.14, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Administrative Borrower pursuant to Section 2.14(d) (Illegality2.13(d), or (Ciii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) 2.15 that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, and (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Term Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Administrative Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clause (ia)) above by the Administrative Borrower to the Administrative Agent and the Affected Lender that the Administrative Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Administrative Borrower within 30 days of each other, then the Administrative Borrower may substitute all, but not (except to the extent the Administrative Borrower has already substituted one of such Affected Lenders before the Administrative Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchasepurchase at par, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, of the Affected Lender’s Revolving Credit Term Loan Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Commitment and holding outstanding Term Loans in the aggregate principal amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; providedrepaid, howeverprovided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section SECTION 2.14(c) (Increased CostsINCREASED COSTS) or Section 2.15 (Capital AdequacyCAPITAL ADEQUACY), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section SECTION 2.14(d) (IllegalityILLEGALITY), (C) any Loan Party is required to make any payment pursuant to Section SECTION 2.16 (TaxesTAXES) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding Lender, (ii) in the case of clause 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause CLAUSE (i)(A),(Bi)(A), (B) and (C) above, Revolving Credit Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”"AFFECTED LENDER"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”"SUBSTITUTE INSTITUTION") for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”"SUBSTITUTION NOTICE") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause CLAUSE (i) above that the Borrower intends to make such substitution; providedPROVIDED, howeverHOWEVER, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section SECTION 2.17, the Affected Lender shall sell, 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 's Revolving Credit CREDIT AGREEMENT PRESTIGE BRANDS, INC. Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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 latest of (i) the receipt by the Affected Lender of its Ratable Portion of the Revolving Credit Outstandings, the Outstandings and of each Tranche of Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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” "LENDER" hereunder for all purposes of this Agreement having a Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; providedPROVIDED, howeverHOWEVER, that all indemnities under the Loan Documents shall 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 SECTION 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; providedPROVIDED, howeverHOWEVER, 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 (Prestige Brands International, Inc.)
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 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 pursuant to Section 2.14(d) (Illegality), (C) 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 becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 (Limitations of Liability)11.5, 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 Credit Agreement Orbital Sciences Corporation 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(Aa) ------------------------ (i) any Lender makes a claim under Section 2.14(c) 2.14 (Increased Costsc) or Section 2.15 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower Borrowers pursuant to Section 2.14(d) (Illegality), or (Ciii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clause clauses (ia)(i), (ii), (iii) above or (iv)) by the Borrowers to the Administrative Agent and the Affected Lender that the Borrower intends Borrowers intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 days of each other, other then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has Borrowers have already substituted one of such Affected Lenders before the Borrower’s Borrowers' receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Revolving Credit Commitment and holding outstanding Term Loans (if applicable) in the amount of such Affected Lender’s 's Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans (if applicable) of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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.
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Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased Costs2.15(c) or Section 2.15 2.16, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality2.15(d), or (Ciii) any Loan Party a Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.17 that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clause clauses (ia)(i), (ii), (iii) above or (iv)) by the Borrowers to the Facility Agents and the Affected Lender that the Borrower intends Borrowers intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Facility Agents (it being understood that neither the Facility Agents nor any Lender shall have any obligation to the Borrowers to find a replacement Lender or other such substitute financial institution); provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 thirty days of each other, other then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has Borrowers have already substituted one of such Affected Lenders before the Borrower’s Borrowers’ receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Facility Agents and the written notice was properly issued under this Section 2.172.18, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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 (Memec Inc)
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased 2.15(c)(Increased Costs) or Section 2.15 2.16 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan and such Lender notifies the U.S. Borrower pursuant to Section 2.14(d2.15(d) (Illegality), (C) any Loan Party Borrower is required to make any payment pursuant to Section 2.16 2.17 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount Revolving Credit Commitments and Lenders holding at least 75% of the Term Loan Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the U.S. Borrower may substitute any Lender and, if reasonably acceptable to the Administrative AgentAgent and, if such Lender is to be a Revolving Credit Lender, the Swing Loan Lender, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause clauses (ii)(A), (B), (C) or (D) above by the U.S. Borrower to the Administrative Agent and the Affected Lender that the U.S. Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the U.S. Borrower within 30 days of each other, then the U.S. Borrower may substitute all, but not (except to the extent the U.S. Borrower has already substituted one of such Affected Lenders before the U.S. Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.. CREDIT AGREEMENT FMC CORPORATION
(b) If the Substitution Notice was properly issued under this Section 2.172.18, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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, the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the U.S. Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (ii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans Commitments in the amount of such Affected Lender’s Commitment and outstanding Term Loans Commitments assumed by it and such Commitment and outstanding Term Loans Commitments of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 2.172.18, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a 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 (FMC Corp)
Substitution of Lenders. (a) In the event that (i)(Ai) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (Bii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurodollar Term SOFR Loan, Daily Simple SOFR Loan or EURIBOR Rate Loan Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (Ciii) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (Div) any Revolving Credit Lender becomes a Non-Funding 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 Defaulting Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause clauses (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents 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 damages (which which, pursuant to Section 11.5 (Limitations 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION 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 and holding outstanding Term Loans in the amount of such Affected Lender’s Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.
(c) . Each Revolving Credit 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.
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Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c2.12(c) (Increased Costs) or Section 2.15 2.13 (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 pursuant to Section 2.14(d2.12(d) (Illegality), ) or (C) any Loan Party is required to make any payment pursuant to Section 2.16 2.14 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Term Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause clauses (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.15, the Affected Lender shall sell, 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 of all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Limitation on 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, the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance reasonably satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 Term Loan Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Term Term Loan Agreement Collective Brands Finance, Inc. Loan Commitment and outstanding Term Loans assumed by it and such Term Loan Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 2.172.15, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Term Loans are evidenced by a Note) evidencing the Term 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
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar LIBO Rate Loan or Revolving Euro Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), or (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”"AFFECTED LENDER"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution must be, if not a Lender, reasonably acceptable to the Administrative Agent; providedPROVIDED, howeverHOWEVER, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “Lender” "LENDER" hereunder for all purposes of this Agreement having a Revolving Credit Commitment and holding outstanding Term Loans (if applicable) in the amount of such Affected Lender’s 's Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans (if applicable) of the Affected Lender shall be terminated; provided, howeverPROVIDED, HOWEVER, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c2.12(c) (Increased Costs) or Section 2.15 2.13 (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 pursuant to Section 2.14(d2.12(d) (Illegality), ) or (C) any Loan Party is required to make any payment pursuant to Section 2.16 2.14 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Term Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause clauses (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.15, the Affected Lender shall sell, 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 of all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Limitation on 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, the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance reasonably satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 Term Loan Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Term Loan Commitment and outstanding Term Loans assumed by it and such Term Loan Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 2.172.15, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Term Loans are evidenced by a Note) evidencing the Term 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.
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Substitution of Lenders. (a) In the event that (i)(Aa)(i) any Lender (other than the Fronting Lender) or Tranche B Investor makes a claim under Section 2.14(cSECTION 2.15(c) (Increased CostsINCREASED COSTS) or Section 2.15 2.16 (Capital AdequacyCAPITAL ADEQUACY), (Bii) it becomes illegal for any Lender (other than the Fronting Lender) to continue to fund or make any 56 Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(dSECTION 2.15(d) (IllegalityILLEGALITY), (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 SECTION 2.17 (TaxesTAXES) that is attributable to a particular Lender (other than the Fronting Lender) or Tranche B Investor, (Div) any Lender (other than the Fronting Lender) becomes a Non-Funding LenderLender or (v) any Tranche B Investor fails to make any payment it is required to make under any Tranche B CD, (iib) in the case of clause CLAUSE (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender or Tranche B Investor under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount Commitments (considering, for purpose of this CLAUSE (c) that the Commitment of the Commitments and Fronting Lender has been assigned to the outstanding Term Loans Tranche B Investors in accordance with their Tranche B Ratable Portion) are not subject to such increased costs or illegality, payment or proceedings (any such LenderLender or Tranche B Investor, an “Affected Lender”"AFFECTED LENDER"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in CLAUSES (a)(i), (ii), (iii) or (iv) above) by the Borrower to the Administrative Agent and the Affected Lender within (and, if such Affected Lender is a reasonable time (in any case not to exceed 90 daysTranche B Investor, the Fronting Lender) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution (x) must be an Eligible Assignee, (y) if not a Lender, must be reasonably acceptable to the Administrative Agent and (z) if such Affected Lender is a Tranche B Investor, must be eligible under any Tranche B CD to receive an assignment of such Affected Lender's interest therein; providedPROVIDED, howeverHOWEVER, that, if more than one Lender or Tranche B Investor claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders and Tranche B Investors making such claims.
. In the event that the proposed substitute financial institution or other entity meets the conditions set forth in CLAUSES (bx) If through (z) above and the Substitution Notice written notice was properly issued under this Section 2.17SECTION 2.18, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, (and, if such Affected Lender is a Tranche B Investor, the Fronting Lender shall execute all documents necessary to effect such sale and substitution) all rights and claims of such Affected Lender under the Loan Documents (or, as the case may be, the Tranche B Documents), and the Substitute Institution such substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents or, as the case may be, Tranche B Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such If such Affected Lender is a Lender hereunder, upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full to by the Affected Lender Borrower in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of date to such sale, purchase and assumptionAffected Lender), the Substitute Institution substitute financial institution or other entity shall become a “Lender” "LENDER" hereunder for all purposes of this Agreement having a Commitment and holding outstanding Term Loans (if applicable) in the amount of such Affected Lender’s 's Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans (if applicable) of the Affected Lender shall be terminated; providedPROVIDED, howeverHOWEVER, that all indemnities under the Loan Documents and the Tranche B Documents shall continue in favor of such Affected Lender.
(c) Each Lender agrees that, if it becomes an . If such Affected Lender and its rights and claims are assigned hereunder to is a Substitute Institution pursuant to this Section 2.17Lender hereunder, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignmenttransfer; PROVIDED, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, howeverHOWEVER, that the failure of any the Affected Lender to execute an such Assignment and Acceptance shall not render invalidate such assignment invalidassignment, and such Assignment and 57 Acceptance shall be deemed to be executed upon receipt by such Affected Lender of such payment in full.
Appears in 1 contract
Samples: Credit Agreement (Washington Group International Inc)
Substitution of Lenders. (a) In the event that (i)(Aa)(i) any Lender makes a claim under Section 2.14(c2.15(c) or (d) (Increased CostsSpecial Provisions Governing Eurodollar Rate Loans) or Section 2.15 2.16 (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d2.15(e) (IllegalitySpecial Provisions Governing Eurodollar Rate Loans), (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 2.17 (Taxes) that is attributable to a particular any Lender or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of sub-clause (i)(Ai) of clause (a) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Affected Lender under this Agreement with respect to its Revolving Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least seventy-five percent (75% of the aggregate amount %) of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (in each case, any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within ninety (90) days following the occurrence of any of the events described in sub-clauses (i) through (iv) of clause (a) above) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 thirty (30) days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.172.18, the Affected Lender shall sell, and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved ofof such Commitments, 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 damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable lawRequirement of Law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, 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 substitute financial institution or other Person shall become a “"Lender” " hereunder for all purposes of this Agreement having a Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Commitment and outstanding Term Loans assumed by it and being bound by all of the terms hereof, including, without limitation, Section 12.9 (Special Provisions Relating to a Borrower's Plan) and such Commitment and outstanding Term Loans (if applicable) of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) 2.14 (Increased Costsc) or Section 2.15 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), or (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clause clauses (ia)(i), (ii), (iii) above or (iv)) by the Borrower to the Agent and the Affected Lender that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Revolving Credit Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c2.15(c) (Increased Costs) or Section 2.15 2.16 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d2.15(d) (Illegality), (C) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 2.17 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount Revolving Credit Commitments and Lenders holding at least 75% of the Term Loan Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the applicable Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause clauses (ii)(A), (B), (C) or (D) above by the Borrower to the applicable Administrative Agent and the Affected Lender that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.18, the Affected Lender shall sell, 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 's Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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 a payment in an amount equal to its Ratable Portion of the Revolving Credit Outstandings, Outstandings and the applicable Term Loans, together with any other Obligations owing to it, (ii) the receipt by the applicable Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 2.172.18, it shall execute and deliver to the applicable Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) Sections 2.14 (Increased Costs) or Section 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 pursuant to Section 2.14(d2.13(d) (Illegality), (C) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender or Lender, (D) any Lender becomes a Non-Funding LenderLender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modification, (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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Required Lenders under this Agreement and (iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount outstanding principal balance of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, 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 Loans and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 10.5 (Limitations 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, aggregate outstanding principal balance of the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding Loan in an outstanding Term Loans in the principal amount of equal to such Affected Lender’s Commitment and outstanding Term Loans Loan assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminatedit; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the 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 Note (if such Loans are evidenced by a 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: Term Loan Agreement (Boardwalk Pipeline Partners, LP)
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 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 pursuant to Section 2.14(d) (Illegality), (C) 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 Revolving Credit Lender becomes a Non-Funding Lender, Lender and (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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Revolving Credit Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims. CREDIT AGREEMENT U.S. CONCRETE, INC.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents 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 damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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, Outstandings and/or the Term Loans, as the case may be, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance reasonably satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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 (Us Concrete Inc)
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(cSections 2.13(c) (Increased Costs) or Section 2.15 2.14 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Parent Borrower pursuant to Section 2.14(d2.13(d) (Illegality), (C) any Loan Party is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Required Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Parent Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Parent Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Parent Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Parent Borrower within 30 days of each other, then the Parent Borrower may substitute all, but not (except to the extent the Parent Borrower has already substituted one of such Affected Lenders before the Parent Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 10.5 (Limitations 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, the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Parent Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 and holding outstanding Term Loans in the amount of such Affected Lender’s Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 2.172.16, 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: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased Costs2.12(c) or Section 2.15 2.13, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar LIBO Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality2.12(d), or (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.14 that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution must be, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.172.15, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit Commitments and all other of any prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; Agreement, provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased Costs2.13(c) or Section 2.15 2.14, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality2.13(d), or (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.15 that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, or (iiv) any Lender is a Rejecting Lender pursuant to Section 2.17, (b) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchasepurchase at par, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Revolving Credit Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (B) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurodollar Rate Loan and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (C) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (D) any Revolving Credit Lender becomes a Non-Funding 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 Revolving Credit Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Revolving Credit Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Revolving Credit Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Revolving Credit Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Revolving Credit Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents 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 damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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 CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 and holding outstanding Term Loans in the amount of such Affected Lender’s Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.
(c) Each Revolving Credit 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 (Premcor Inc)
Substitution of Lenders. (a) In the event that (i)(Aa)(i) any Lender makes a claim under Section 2.14(c) (Increased Costs) 2.10 or Section 2.15 (Capital Adequacy)2.12, (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality)2.1, (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.14 that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is in default of any of its obligations hereunder or shall take or be the subject of any action or proceeding of a Non-Funding Lendertype described in Subsection 8.1(e), (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Majority Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower or the Majority Lenders may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clause clauses (ia)(i), (ii), (iii) above or (iv)) by the Borrower or the Majority Lenders, as the case may be, to the Agent and the Affected Lender that the Borrower or the Majority Lender intends to make such substitution; provided, howeverwhich substitute financial institution must be an Eligible Assignee and, thatif not a Lender, reasonably acceptable to the Agent, provided that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower or the Majority Lender within 30 days of each other, then the Borrower or the Majority Lenders may substitute all, but not (except to the extent the Borrower or the Majority Lenders has already substituted one of such Affected Lenders before the Borrower’s 's or the Majority Lenders' receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution is reasonably acceptable to the Agent and the written notice was properly issued under this Section 2.172.19, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit Commitments of its Commitment and all other prior theretofore unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all 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 substitute financial institution shall become a “"Lender” " hereunder for all purposes of this Agreement having a Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar LIBO Rate Loan or Revolving Euro Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), or (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution must be, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Revolving Credit Commitment and holding outstanding Term Loans (if applicable) in the amount of such Affected Lender’s Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans (if applicable) of the Affected Lender shall be terminated; , provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 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 pursuant to Section 2.14(d) (Illegality), (C) 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 becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 (Limitations 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) the payment in full to the Affected Lender in cash of all 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 CREDIT AGREEMENT KNOLOGY, INC. all purposes of this Agreement having a Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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 (Knology Inc)
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) 2.13 (Increased Costsc) or Section 2.15 2.14, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality2.13(d), or (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.15 that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute (with one or more substitute Lenders) all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the written notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Revolving Credit Commitment and holding outstanding Term Loans A Loan Commitment (if applicable) in the amount of such Affected Lender’s 's Revolving Credit Commitment and outstanding Term Loans A Loan Commitment assumed by it and such Revolving Credit Commitment and outstanding Term Loans A Loan Commitment (if applicable) of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar External Rate Loan and such Lender notifies the Borrower Company pursuant to Section 2.14(d) (Illegality), (C) 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 becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount Revolving Credit Commitments and Lenders holding at least 75% of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower Company may substitute any a Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower Company to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) 91 CREDIT AGREEMENT SWIFT & COMPANY above that the Borrower Company intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Company within 30 days of each other, then the Borrower Company may substitute all, but not (except to the extent the Borrower Company has already substituted one of such Affected Lenders before the Borrower’s Company's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, (x) the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents (other than, except as provided below, the Australian Dollar Sublimit of such Affected Lender then in effect) and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s 's Revolving Credit Commitments Commitments, and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant other than exemplary or punitive damages, to Section 11.5 the extent permitted by applicable law) in respect of any such unperformed obligations and other than, except as provided below, in respect of the Australian Dollar Sublimit (Limitations if any) of Liability), do not include the Affected Lender) and (y) the Affected Lender shall be relieved of the Affected Lender's Australian Dollar Sublimit and all other prior unperformed obligations of the Affected Lender relating thereto under the Loan Documents (other than in respect of any damages (other than 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 the payment in full in cash of any Obligation owing to it (including its Ratable Portion of the Revolving Credit Outstandings, the Term Loans, together with any other Obligations owing to it), (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower Company whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 and, if applicable, having a Revolving Credit Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Revolving Credit Commitment and outstanding Term Loans assumed by it (and, to the extent expressly assumed by such Substitute Institution and to the extent such Substitute Institution shall be (after becoming a Revolving Credit Lender) an Australian Dollar Lender hereunder, an Australian Dollar Sublimit in the amount of such Affected Lender's Australian Dollar Sublimit then in effect) and such Revolving Credit Commitment and outstanding Term Loans the Australian Dollar Sublimit of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.. If such Affected Lender was an Australian Dollar Lender and the Substitute Institution does not assume the Australian Dollar Sublimit of the Affected Lender, the Affected Lender's Australian Dollar Ratable Portion of the Australian Dollar Outstandings shall be replaced by, in accordance with Section 2.11(d) (Conversion and Continuation), Base Rate Loans made in Dollars as provided in Section 2.11 (Conversion and Continuation) and the proceeds of the Revolving Dollar Loans made to effect such conversion shall be given in their entirety to the Affected Lender and not, as may be otherwise provided hereunder, to the Australian Dollar Lenders according to their Australian Dollar Ratable Portions. CREDIT AGREEMENT SWIFT & COMPANY
(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 Note (if such Loans are evidenced by a 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 (S&c Resale Co)
Substitution of Lenders. (a) In the event that (i)(Ai) (A) any Lender makes a claim under Section 2.14(c) (Increased Costs) 2.15 or Section 2.15 (Capital Adequacy)2.16, (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the a Borrower pursuant to Section 2.14(d) (Illegality2.14(c), (C) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) 2.17 that is attributable to a particular Lender that cannot be mitigated pursuant to Section 2.17(g) or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause clauses (i)(A),(Bi)(A), (B) and (C) above, Revolving Credit Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the any Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the such Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the such Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the such Borrower within 30 days of each other, then the such Borrower may substitute all, but not (except to the extent the such Borrower has already substituted one of such Affected Lenders before the such Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.18, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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 latest of (i) the receipt by the Affected Lender of its Ratable Portion of the Revolving Credit Outstandings, the Outstandings and of each Tranche of Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Ultimate Parent Co-Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities and rights to additional amounts under the Loan Documents shall 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 2.172.18, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance Assumption to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and AcceptanceAssumption; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance Assumption or deliver such Note shall not render such assignment invalid.
Appears in 1 contract
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan and such Lender notifies the Borrower Company pursuant to Section 2.14(d) (Illegality), (C) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, (D) any Multicurrency Revolving Lender deems any currency unavailable after a Multicurrency Revolving Credit Borrowing has been requested to be denominated in such currency or (DE) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement Agreement, (iii) in the case of clause (i)(D) above, Multicurrency Revolving Lenders holding at least 75% of the Multicurrency Revolving Credit Commitments deem such currency available with respect to such proposed Multicurrency Revolving Credit Borrowing and (iiiiv) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower Company may at its sole expense substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower Company to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower Company intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Company within 30 days of each other, then the Borrower Company may substitute all, but not (except to the extent the Borrower Company has already substituted one of such Affected Lenders before the BorrowerCompany’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims Credit Agreement Affiliated Computer Services, Inc. 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 damages (which pursuant to Section 11.5 (Limitations of Liability)11.5, 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, the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower Company whereby the Substitute Institution shall agree to be bound by the terms hereof and (ii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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 (Affiliated Computer Services Inc)
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased Costs2.13(c) or Section 2.15 2.14, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Administrative Borrower pursuant to Section 2.14(d) (Illegality2.13(d), or (Ciii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) 2.15 that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, or (iiv) any Lender is a Rejecting Lender pursuant to Section 2.17, (b) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Administrative Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clause (ia)(i), (ii), (iii) above or (iv)) by the Administrative Borrower to the Administrative Agent and the Affected Lender that the Administrative Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Administrative Borrower within 30 days of each other, then the Administrative Borrower may substitute all, but not (except to the extent the Administrative Borrower has already substituted one of such Affected Lenders before the Administrative Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchasepurchase at par, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, 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 damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Revolving Credit Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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: Amendment Agreement (Tousa Inc)
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) SECTION 2.12 (Increased CostsC) or Section 2.15 SECTION 2.13, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (IllegalitySECTION 2.12(D), or (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) SECTION 2.14 that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”"AFFECTED LENDER"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; providedPROVIDED, howeverHOWEVER, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute (with one or more substitute Lenders) all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the written notice was properly issued under this Section 2.17SECTION 2.15, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “Lender” "LENDER" hereunder for all purposes of this Agreement having a Revolving Credit Commitment and holding outstanding Term Loans A Loan Commitment (if applicable) in the amount of such Affected Lender’s 's Revolving Credit Commitment and outstanding Term Loans A Loan Commitment assumed by it and such Revolving Credit Commitment and outstanding Term Loans A Loan Commitment (if applicable) of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(Aa)(i) any Lender makes a claim under Section 2.14(c) (Increased Costs) 2.12 or Section 2.15 (Capital Adequacy2.16(c), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality2.16(d), (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.13 that is attributable to a particular any Lender or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower Administrative Agent may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clause (a)(i), (ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not less than all (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ claim) less than all' claims), Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.172.14, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving of its Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase Upon the effectiveness of such sale, purchase, assignment and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such the effective date. Upon date of the effectiveness of such sale, purchase aforementioned Assignment and assumptionAcceptance), the Substitute Institution substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Credit Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Credit Commitment and outstanding Term Loans assumed by it and such Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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: Secured Super Priority Debtor in Possession Credit Agreement (Conseco Inc)
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c2.15(c) (Increased Costs) or Section 2.15 2.16 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d2.15(d) (Illegality), (C) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 2.17 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount Revolving Credit Commitments and Lenders holding at least 75% of the Term Loan Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause clauses (ii)(A), (B), (C) or (D) above by the Borrower to the Administrative Agent and the Affected Lender that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.18, the Affected Lender shall sell, 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 's Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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 a payment in an amount equal to its Ratable Portion of the Revolving Credit Outstandings, Outstandings and the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 2.172.18, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a 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
Substitution of Lenders. If (a) In the event that (i)(Aa)(i) any Lender (other than the Fronting Lender) or Tranche B Investor makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (Bii) it becomes illegal for any Lender (other than the Fronting Lender) to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender (other than the Fronting Lender) or Tranche B Investor, (Div) any Lender (other than the Fronting Lender) becomes a Non-Funding LenderLender or (v) any Tranche B Investor fails to make any payment it is required to make in respect of any Credit-Linked Deposit, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender or Tranche B Investor under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount Commitments (considering, for purpose of this clause (c) that the Commitment of the Commitments and Fronting Lender has been assigned to the outstanding Term Loans Tranche B Investors in accordance with their Tranche B Ratable Portion) are not subject to such increased costs or illegality, payment or proceedings (any such LenderLender or Tranche B Investor, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of and notification to the Borrower of any applicable event described in clauses (a)(i), (ii), (iii) or (iv) above) by the Borrower to the Administrative Agent and the Affected Lender within (and, if such Affected Lender is a reasonable time (in any case not to exceed 90 daysTranche B Investor, the Fronting Lender) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution (x) must be an Eligible Assignee or (y) if not a Lender, must be reasonably acceptable to the Administrative Agent; provided, however, that, if more than one Lender or Tranche B Investor claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders and Tranche B Investors making such claims.
(b) . If the Substitution Notice proposed substitute financial institution or other entity meets the conditions set forth in clauses (x) through (z) above and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, (and, if such Affected Lender is a Tranche B Investor, the Fronting Lender shall execute all documents necessary to effect such sale and substitution) all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution Credit-Linked Deposit and such substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents or, as the case may be, the Credit-Linked Deposit (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such If such Affected Lender is a Lender hereunder, upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full to by the Affected Lender Borrower in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of date to such sale, purchase and assumptionAffected Lender), the Substitute Institution substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Commitment and holding outstanding Term Loans (if applicable) in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans (if applicable) of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.
(c) Each Lender agrees that, if it becomes an . If such Affected Lender and its rights and claims are assigned hereunder to is a Substitute Institution pursuant to this Section 2.17Lender hereunder, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptancetransfer; provided, however, that the failure of any the Affected Lender to execute an such Assignment and Acceptance shall not render invalidate such assignment invalidassignment, and such Assignment and Acceptance shall be deemed to be executed upon receipt by such Affected Lender of such payment in full.
Appears in 1 contract
Samples: Amendment Agreement (Washington Group International Inc)
Substitution of Lenders. (a) In the event that (i)(Aa)(i) any Lender makes a claim under Section 2.14(c) (Increased Costs) 2.10 or Section 2.15 (Capital Adequacy)2.12, (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality)2.1, (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.14 that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is in default of any of its obligations hereunder or shall take or be the subject of any action or proceeding of a Non-Funding Lendertype described in Subsection 8.1(e), (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Majority Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”"AFFECTED LENDER"), the Borrower or the Majority Lenders may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clause clauses (ia)(i), (ii), (iii) above or (iv)) by the Borrower or the Majority Lenders, as the case may be, to the Agent and the Affected Lender that the Borrower or the Majority Lender intends to make such substitution; provided, howeverwhich substitute financial institution must be an Eligible Assignee and, thatif not a Lender, reasonably acceptable to the Agent, provided that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower or the Majority Lender within 30 days of each other, then the Borrower or the Majority Lenders may substitute all, but not (except to the extent the Borrower or the Majority Lenders has already substituted one of such Affected Lenders before the Borrower’s 's or the Majority Lenders' receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution is reasonably acceptable to the Agent and the written notice was properly issued under this Section 2.172.19, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 (Limitations 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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.shall
Appears in 1 contract
Substitution of Lenders. (a) In the event that (i)(Aa)(i) any Lender (other than the Fronting Lender) or Tranche B Investor makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (Bii) it becomes illegal for any Lender (other than the Fronting Lender) to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender (other than the Fronting Lender) or Tranche B Investor, (Div) any Lender (other than the Fronting Lender) becomes a Non-Funding LenderLender or (v) any Tranche B Investor fails to make any payment it is required to make under any Tranche B CD, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender or Tranche B Investor under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount Commitments (considering, for purpose of this clause (c) that the Commitment of the Commitments and Fronting Lender has been assigned to the outstanding Term Loans Tranche B Investors in accordance with their Tranche B Ratable Portion) are not subject to such increased costs or illegality, payment or proceedings (any such LenderLender or Tranche B Investor, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv) above) by the Borrower to the Administrative Agent and the Affected Lender within (and, if such Affected Lender is a reasonable time (in any case not to exceed 90 daysTranche B Investor, the Fronting Lender) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution (x) must be an Eligible Assignee, (y) if not a Lender, must be reasonably acceptable to the Administrative Agent and (z) if such Affected Lender is a Tranche B Investor, must be eligible under any Tranche B CD to receive an assignment of such Affected Lender's interest therein; provided, however, that, if more than one Lender or Tranche B Investor claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders and Tranche B Investors making such claims.
. In the event that the proposed substitute financial institution or other entity meets the conditions set forth in clauses (bx) If through (z) above and the Substitution Notice written notice was properly issued under this Section 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, (and, if such Affected Lender is a Tranche B Investor, the Fronting Lender shall execute all documents necessary to effect such sale and substitution) all rights and claims of such Affected Lender under the Loan Documents (or, as the case may be, the Tranche B Documents), and the Substitute Institution such substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents or, as the case may be, Tranche B Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such If such Affected Lender is a Lender hereunder, upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full to by the Affected Lender Borrower in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of date to such sale, purchase and assumptionAffected Lender), the Substitute Institution substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Commitment and holding outstanding Term Loans (if applicable) in the amount of such Affected Lender’s 's Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans (if applicable) of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents and the Tranche B Documents shall continue in favor of such Affected Lender.
(c) Each Lender agrees that, if it becomes an . If such Affected Lender and its rights and claims are assigned hereunder to is a Substitute Institution pursuant to this Section 2.17Lender hereunder, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptancetransfer; provided, however, that the failure of any the Affected Lender to execute an such Assignment and Acceptance shall not render invalidate such assignment invalidassignment, and such Assignment and Acceptance shall be deemed to be executed upon receipt by such Affected Lender of such payment in full.
Appears in 1 contract
Samples: Credit Agreement (Washington Group International Inc)
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 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 pursuant to Section 2.14(d) (Illegality), (C) 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 becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 (Limitations 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender. AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC.
(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 Note (if such Loans are evidenced by a 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 (Knology Inc)
Substitution of Lenders. (a) In the event that (i)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (B) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurodollar Rate Loan and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (C) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (D) any Revolving Credit Lender becomes a Non-Funding 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 Revolving Credit Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Revolving Credit Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Revolving Credit Lender, an “"Affected Lender”"), the Borrower may substitute any Revolving Credit Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Revolving Credit Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Revolving Credit Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents Documents, and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s 's Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 and holding outstanding Term Loans in the amount of such Affected Lender’s 's Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.
(c) Each Revolving Credit 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: Secured Debtor in Possession Credit Agreement (Friedmans Inc)
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 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 pursuant to Section 2.14(d) (Illegality), (C) 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 becomes a Non-Funding Lender, and (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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, 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 's Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability)11.5, 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, the Term Loans, Outstandings together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 and holding outstanding Term Loans in the amount of such Affected Lender’s 's Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 (Edo Corp)
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 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 pursuant to Section 2.14(d) (Illegality), (C) 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 becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents 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 damages (which which, pursuant to Section 11.5 (Limitations of Liability)9.5, 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 and holding outstanding Term Loans in the amount of such Affected Lender’s Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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. (a) In the event that (i)(Aa)(i) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), or (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of except with respect to clause (i)(A),(B) and (Ca)(iii) above, Lenders holding at least 75% of the aggregate sum of the Revolving Credit Commitments and the principal amount of the Commitments and the outstanding Term Loans then outstanding are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “‘‘Affected Lender”’’), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clause clauses (ia)(i), (ii), (iii) above or (iv) by the Borrower to the applicable Administrative Agent and the Affected Lender that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the applicable Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claimclaims) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the applicable Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such ) and such sale and purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the applicable Administrative Agent Agent. Upon the effectiveness of such sale, purchase and assumption (which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “‘‘Lender” ’’ hereunder for all purposes of this Agreement having a Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans Commitments of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs2.10(c) or Section 2.15 (Capital Adequacy)2.11, (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Bridge Loan and such Lender notifies the Borrower pursuant to Section 2.14(d2.10(d) (Illegality), or (C) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.12 that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding Lender, and (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 under this Agreement with respect to its Bridge Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause clauses (ii)(A), (B) or (C) above by the Borrower to the Administrative Agent and the Affected Lender that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.13, the Affected Lender shall sell, 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, all of the Affected Lender’s Revolving Credit Commitments and all other 's prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminatedAgreement; provided, however, that all indemnities under the Loan Documents shall 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 2.172.13, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) (i) In the event that (i)(AA) any Lender makes a claim under Section 2.14(c2.13 (c) (Increased Costs) or Section 2.15 2.14 (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 pursuant to Section 2.14(d2.13 (d) (Illegality), (C) any Loan Party the Borrower or Holdings is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause clauses (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 (Limitations 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, the Term Loans, Outstandings together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 2.172.16, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased Costs2.13(c) or Section 2.15 2.14, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Administrative Borrower pursuant to Section 2.14(d) (Illegality2.13(d), or (Ciii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) 2.15 that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, or (iiv) any Lender is a Rejecting Lender pursuant to Section 2.17, (b) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Administrative Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clause clauses (ia)(i), (ii), (iii) above or (iv)) by the Administrative Borrower to the Administrative Agent and the Affected Lender that the Administrative Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Administrative Borrower within 30 days of each other, other then the Administrative Borrower may substitute all, but not (except to the extent the Administrative Borrower has already substituted one of such Affected Lenders before the Administrative Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchasepurchase at par, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Revolving Credit Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. If (a) In the event that (i)(Aa)(i) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy)2.15, (Bii) it becomes illegal for any Term Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Term Borrower pursuant to Section 2.14(d) (Illegality), (Ciii) any Loan Party either Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender Lender, or (Div) any LC Lender becomes a Non-Funding Defaulting Lender, (iib) in the case of clause (i)(Aa)(i) above, (i) if such Lender is a Term Lender, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Term Loans materially exceeds the effective average annual rate of interest payable to the Requisite Term Lenders and (ii) if such Lender is an LC Lender, as a consequence of increased costs in respect of which such claim is made, the effective rate of the Letter of Credit Commitment Fees and/or Letter of Credit Participation Fees payable to such Lender under this Agreement with respect to its Letter of Credit Exposure exceeds the effective average Letter of Credit fees payable to the Requisite LC Lenders, and (iiic) in the case of clause clauses (i)(A),(Ba)(i) and (Cii) above, (i) if such Lender is a Term Lender, Term Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings and (ii) if such Lender is an LC Lender, LC Lenders holding at least 75% of the Letter of Credit Exposure are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the applicable Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the notification to the applicable Borrower of any applicable event described in clauses (a)(i), (ii), (iii) or (iv) above) by the applicable Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the such Borrower intends to make such substitution. A substitute financial institution (x) must be an Eligible Assignee and (y) if not already a Lender, must be reasonably acceptable to the Administrative Agent and, in the case of a substitute LC Lender, each Issuer; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the applicable Borrower within 30 days of each other, then the applicable Borrower may substitute all, but not (except to the extent the such Borrower has already substituted one of such Affected Lenders before the applicable Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) . If the Substitution Notice 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 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, at par plus accrued interest and Letter of Credit fees, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution such substitute financial institution or other entity shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Revolving its Letter of Credit Facility Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full to by the Affected Lender applicable Borrower in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of date to such sale, purchase and assumptionAffected Lender), the Substitute Institution substitute financial institution or other entity shall become a an “LC Lender” or “Term Lender,” as applicable, hereunder for all purposes of this Agreement having having, in the case of an LC Lender, a Letter of Credit Facility Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans Letter of Credit Facility Commitment, assumed by it and such Letter of Credit Facility Commitment and outstanding Term Loans of the Affected Lender shall be terminatedterminated and holding, in the case of a Term Lender, the amount of Term Loans held by the Affected Lender; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptancetransfer; provided, however, that the failure of any the Affected Lender to execute an such Assignment and Acceptance shall not render invalidate such assignment invalidassignment, and such Assignment and Acceptance shall be deemed to be executed upon receipt by such Affected Lender of such payment in full.
Appears in 1 contract
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c2.12(c) (Increased Costs) or Section 2.15 2.13 (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 pursuant to Section 2.14(d2.12(d) (Illegality), (C) any Loan Party is required to make any payment pursuant to Section 2.16 2.14 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate principal amount of the Commitments and the outstanding Term Loans then outstanding are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “SECOND LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY "Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.15, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents Documents, and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit Commitments and of all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which which, pursuant to Section 11.5 (Limitations 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 Term Loan Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Term Loan Commitment and outstanding Term Loans assumed by it and such Term Loan Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 2.172.15, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Term Loan Note (if such Loans are evidenced by a Term Loan 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: Second Lien Credit Agreement (Tecumseh Products Co)
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 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 pursuant to Section 2.14(d) (Illegality), (C) 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 becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 (Limitations 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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. AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC.
Appears in 1 contract
Samples: Credit Agreement (Knology Inc)
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased Costs2.12(c) or Section 2.15 2.13, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Administrative Borrower pursuant to Section 2.14(d) (Illegality2.12(d), or (Ciii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) 2.14 that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Administrative Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clause (ia)(i), (ii), (iii) above or (iv)) by the Administrative Borrower to the Administrative Agent and the Affected Lender that the Administrative Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Administrative Borrower within 30 days of each other, then the Administrative Borrower may substitute all, but not (except to the extent the Administrative Borrower has already substituted one of such Affected Lenders before the Administrative Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.172.15, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchasepurchase at par, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, 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 damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Revolving Credit Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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.
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Substitution of Lenders. (a) In the event that (i)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (B) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurodollar Rate Loan and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (C) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (D) any Revolving Credit Lender becomes a Non-Funding 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 Revolving Credit Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents Documents, and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s 's Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which which, pursuant to Section 11.5 (Limitations 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 and holding outstanding Term Loans in the amount of such Affected Lender’s 's Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.
(c) Each Revolving Credit 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.
(d) Each Lender agrees that, upon the occurrence of any event giving rise to the application of Section 2.14 or 2.15 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts to designate another lending office for any Loans affected by such event with the object of reducing or avoiding the consequences of such event; provided, that such designation is made on terms that, in the judgment of such Lender, causes such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage.
Appears in 1 contract
Samples: Credit Agreement (WCI Steel, Inc.)
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased Costs) 2.11 or Section 2.15 (Capital Adequacy)2.13, (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality)2.12, (Ciii) any Loan Party the Company is required to make any payment pursuant to Section 2.16 (Taxes) 2.15 that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is in default of any of its obligations hereunder or shall take or be the subject of any action or proceeding of a Non-Funding Lendertype described in Subsection 8.1(f), (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Majority Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower Company may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clause clauses (ia)(i), (ii), (iii) above or (iv)) by the Company to the Administrative Agent and the Affected Lender that the Borrower Company intends to make such substitution; provided, howeverwhich substitute financial institution must be an Eligible Assignee and, thatif not a Lender, reasonably acceptable to the Administrative Agent, provided that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Company within 30 days of each other, other then the Borrower Company may substitute all, but not (except to the extent the Borrower Company has already substituted one of such Affected Lenders before the Borrower’s Company's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.172.18, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit of its Commitments and all other prior theretofore unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the relevant Borrowers to the Affected Lender in cash of all 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 substitute financial institution shall become a “"Lender” " hereunder for all purposes of this Agreement having a Revolving Credit Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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.
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Substitution of Lenders. (a) In the event that (i)(Aa)(i) any Lender makes a claim under Section 2.14(c) or (Increased Costsd) (Special Provisions Governing Eurodollar Rate Loans) or Section 2.15 (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d2.14(e) (IllegalitySpecial Provisions Governing Eurodollar Rate Loans), (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular any Lender or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of sub-clause (i)(Ai) of clause (a) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Affected Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least seventy-five percent (75% of the aggregate amount %) of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (in each case, any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within ninety (90) days following the occurrence of any of the events described in sub-clauses (i) through (iv) of clause (a) above) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 thirty (30) days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved ofof such Commitments, 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 damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable lawRequirement of Law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, 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 substitute financial institution or other Person shall become a “"Lender” " hereunder for all purposes of this Agreement having a Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans (if applicable) of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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.. NATIONAL STEEL CORPORATION CREDIT AGREEMENT
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Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs2.14(b) or Section 2.15 (Capital Adequacy)2.15, (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality2.14(c), (C) 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 becomes a Non-Funding Lender, Lender and (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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, and any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents 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 damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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 Revolving Percentage of the Revolving Credit Outstandings, the Outstandings or Term Percentage of Term Loans, as applicable, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance reasonably satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued pursuant to the terms of the Loan Documents 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Promissory Note (if such Loans are evidenced by a Promissory 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: Revolving Credit, Term Loan and Guarantee Agreement (Us Concrete Inc)
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c2.13(c) (Increased Costs) or Section 2.15 2.14 (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 pursuant to Section 2.14(d2.13(d) (Illegality), (C) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount Revolving Credit Commitments and Lenders holding at least 75% of the Term Loan Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause clauses (ii)(A), (B), (C) or (D) above by the Borrower to the Administrative Agent and the Affected Lender that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are Credit Agreement FMC Corporation received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, 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 's Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 2.172.16, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a 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 (FMC Corp)
Substitution of Lenders. (a) In the event that (i)(Ai) (A) any Lender makes a claim under Section 2.14(c) (Increased Costs) SECTION 2.15 or Section 2.15 (Capital Adequacy)2.16, (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (IllegalitySECTION 2.14(C), (C) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) SECTION 2.17 that is attributable to a particular Lender that cannot be mitigated pursuant to SECTION 2.17(G) or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest in- terest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause clauses (i)(A),(Bi)(A), (B) and (C) above, Revolving Credit Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”"AFFECTED LENDER"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”"SUBSTITUTE INSTITUTION") for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”"SUBSTITUTION NOTICE") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; providedPROVIDED, howeverHOWEVER, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17SECTION 2.18, the Affected Lender shall sell, 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 's Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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 latest of (i) the receipt by the Affected Lender of its Ratable Portion of the Revolving Credit Outstandings, the Outstandings and of each Tranche of Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; providedPROVIDED, howeverHOWEVER, that all indemnities and rights to additional amounts under the Loan Documents shall 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 2.17SECTION 2.18, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance Assumption to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and AcceptanceAssumption; providedPROVIDED, howeverHOWEVER, that the failure of any Affected Lender to execute an Assignment and Acceptance Assumption or deliver such Note shall not render such assignment invalid.
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Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender or (Div) any Lender becomes a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the receipt of notice of the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv) above) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event, 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Revolving Credit Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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 (Aviall Inc)
Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), or (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), or (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.172.17 (Substitution of Lenders), the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchasepurchase at par, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Revolving Credit Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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.
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Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) (Increased Costs2.15(c) or Section 2.15 (Capital Adequacy2.16(a), or (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan and such Lender notifies the Borrower Borrowers pursuant to Section 2.14(d) (Illegality2.15(d), or (Ciii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) 2.17 that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clause clauses (ia)(i), (ii), (iii) above or (iv)) by the Borrowers to the Administrative Agent and the Affected Lender that the Borrower intends Borrowers intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 days of each other, other then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has Borrowers have already substituted one of such Affected Lenders before the Borrower’s Borrowers' receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.172.19, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Revolving Credit Commitment and holding outstanding Term Loans (if applicable) in the amount of such Affected Lender’s 's Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans (if applicable) of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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.
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Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c2.13(c) (Increased Costs) or Section 2.15 2.14 (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 pursuant to Section 2.14(d2.13(d) (Illegality), (C) any Loan Party is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount Revolving Credit Commitments and Lenders holding at least 75% of the Commitments and the outstanding Term Loans Loan are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 2.172.16, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a 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.
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Substitution of Lenders. (a) In the event that (i)(Aa) (i) ----------------------- any Lender makes a claim under Section 2.14(c) 2.14 (Increased Costsc) or Section 2.15 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower Borrowers pursuant to Section 2.14(d) (Illegality), or (Ciii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clause clauses (ia)(i), (ii), (iii) above or (iv)) by the Borrowers to the Administrative Agent and the Affected Lender that the Borrower intends Borrowers intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 days of each other, other then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has Borrowers have already substituted one of such Affected Lenders before the Borrower’s Borrowers' receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Revolving Credit Commitment and holding outstanding Term Loans (if applicable) in the amount of such Affected Lender’s 's Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans (if applicable) of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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.
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Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Section 2.14(c) SECTION 2.14 (Increased CostsC) or Section 2.15 SECTION 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (IllegalitySECTION 2.14(D), or (Ciii) any Loan Party the Borrower is required to make any payment pursuant to Section SECTION 2.16 (Taxes) that is attributable to a particular Lender any Lender, or (Div) any Lender becomes is a Non-Funding Lender, (iib) in the case of clause (i)(Aa)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Revolving Credit Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”"AFFECTED LENDER"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in CLAUSES (A)(I), (II), (III) or (IV)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; providedPROVIDED, howeverHOWEVER, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If . In the Substitution Notice event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section SECTION 2.17, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (ii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all 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 substitute financial institution or other entity shall become a “Lender” "LENDER" hereunder for all purposes of this Agreement having a Revolving Credit Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Revolving Credit Commitment and outstanding Term Loans assumed by it and such Revolving Credit Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 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 pursuant to Section 2.14(d) (Illegality), (C) 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 becomes a Non-Funding Defaulting 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has have already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, 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 damages (which pursuant to Section 11.5 (Limitations of Liability)11.5, 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) (i) In the event that (i)(AA) any Lender makes a claim under Section 2.14(c2.13(c) (Increased Costs) or Section 2.15 2.14 (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 pursuant to Section 2.14(d2.13(d) (Illegality), (C) any Loan Party the Borrower or Holdings is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause clauses (i)(A),(Bi)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, 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 Credit Agreement Macquarie Infrastructure Company Inc. respect of any damages (which pursuant to Section 11.5 (Limitations 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, the Term Loans, Outstandings together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 2.172.16, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a 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
Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 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 pursuant to Section 2.14(d) (Illegality), (C) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding 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 under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has have already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.
(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, 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 's Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 11.5 (Limitations of Liability)8.5, 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, the Term Loans, together with any other Obligations 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 agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all 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 Commitment and holding outstanding Term Loans in the amount of such Affected Lender’s 's Commitment and outstanding Term Loans assumed by it and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall 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 Note (if such Loans are evidenced by a 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.the
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Samples: Credit Agreement (Amc Entertainment Holdings, Inc.)