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Common use of Substitution of Lenders Clause in Contracts

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “Affected Lender”) of a claim under Sections 2.16, 2.17 or notice of illegality under Section 2.18 or if any Lender (a “Defaulting Lender”) defaults in its obligation to fund Advances hereunder, the Borrower may: (a) request one or more of the other Lenders to acquire and assume all or part of the Advances and Commitment of such Affected Lender or Defaulting Lender, as applicable; or (b) replace such Affected Lender or Defaulting Lender, as applicable, by designating an Eligible Assignee that is willing to acquire such Advances and assume such Commitment; provided that (i) such replacement does not conflict with any requirement of law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement Lender shall purchase, at par) all Advances, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.13 if any Eurodollar Rate Advance owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 7.05 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacement.

Appears in 2 contracts

Samples: Credit Agreement (American Water Works Company, Inc.), Credit Agreement (American Water Capital Corp.)

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “Affected Lender”) of a claim under Sections Section 2.13, 2.14 or 2.16, 2.17 or notice of illegality under Section 2.18 or if any Lender (a “Defaulting Lender”) defaults in its obligation to fund Advances hereunder, the Borrower may: (a) request one or more of the other Lenders to acquire and assume all or part of the Advances and Commitment of such Affected Lender or Defaulting Lender’s Loans, as applicableReimbursement Obligations and Revolving Credit Commitment; or (b) replace such Affected Lender or Defaulting Lender, as applicable, by designating an Eligible Assignee another Lender or a financial institution that is willing to acquire such Advances Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any requirement Requirement of lawLaw, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement Lender bank or institution shall purchase, at par) all AdvancesLoans and Reimbursement Obligations, accrued interest, fees interest and other amounts owing to such replaced Lender prior to the date of replacementreplacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.13, 2.14 and 2.16), (iv) the Borrower shall be liable to such replaced Lender under Section 2.13 2.15 if any Eurodollar Rate Advance Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 7.05 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacement).

Appears in 2 contracts

Samples: Revolving Credit Agreement (Polaner Inc), Revolving Credit Agreement (B&g Foods Holdings Corp)

Substitution of Lenders. Upon the receipt by the Borrower from If any Lender (an “Affected Lender”) of requests compensation from a claim under Sections 2.16, 2.17 or notice of illegality Borrower under Section 2.18 2.09(a) or (b) or Section 2.11 or if any Lender (a “Defaulting Lender”) defaults in declines to extend its obligation Commitment Termination Date pursuant to fund Advances hereunderSection 2.15, the Borrower may: Borrowers shall have the right, with the assistance of the Agents, to seek one or more Eligible Assignees (a) request which may be one or more of the other Lenders Lenders) reasonably satisfactory to acquire the Agents and assume all or part of the Borrowers to purchase the Advances and Commitment assume the Commitments of such Affected Lender or Defaulting Lender, as applicable; or (b) replace and the Borrowers, the Agents, such Affected Lender or Defaulting Lender, as applicable, and such Eligible Assignees shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 9.07(a) hereof to effect the assignment of rights to and the assumption of obligations by designating an such Eligible Assignee that is willing to acquire such Advances and assume such CommitmentAssignees; provided that (i) such replacement does not conflict with requesting Lender shall be entitled to compensation under Section 2.09 and 2.11 for any requirement of lawcosts incurred by it prior to its replacement, (ii) no Event of Default shall have or Potential Event of Default has occurred and be continuing at the time of such replacementis continuing, (iii) the Borrower shall repay (or Borrowers have satisfied all of their respective obligations under the replacement Lender shall purchase, at par) all Advances, accrued interest, fees and other amounts owing Loan Documents relating to such replaced Lender prior to the date of replacementLender, including without limitation obligations, if any, under Section 9.04(b), (iv) in the Borrower shall be liable to such replaced Lender under Section 2.13 if any Eurodollar Rate Advance owing to such replaced Lender shall be prepaid (or purchased) other than on the last day case of the Interest Period relating theretoCommitments of any Lenders that have declined to extend their Commitment Termination Date pursuant to Section 2.15, the Lenders that have extended their Commitment Termination Date pursuant to Section 2.15 shall on a ratable basis have the right (but no obligation), for a period of seven days following receipt of notice from the Administrative Agent at the request of a Borrower that the Commitments of non-extending Lenders may be assumed, to assume the Commitments of such declining Lenders before any other Eligible Assignees assume such Commitments, and (v) the replaced Lender Borrowers shall be obligated to make have paid the Administrative Agent a $3,500 administrative fee if such replacement in accordance with the provisions of Section 7.05 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacementis not an existing Lender.

Appears in 2 contracts

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

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “Affected Lender”) of a claim under Sections Section 2.16, 2.17 or notice of illegality under Section 2.18 or if any Lender (a “Defaulting Lender”) defaults in its obligation to fund Advances hereunder2.19, the Borrower may: (a) request one or more of the other Lenders to acquire and assume all or part of the Advances and Commitment of such Affected Lender or Defaulting Lender’s Loans, as applicableReimbursement Obligations and Revolving Credit Commitment; or (b) replace such Affected Lender or Defaulting Lender, as applicable, by designating an Eligible Assignee another Lender or a financial institution that is willing to acquire such Advances Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any requirement Requirement of lawLaw, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement Lender bank or institution shall purchase, at par) all AdvancesLoans and Reimbursement Obligations, accrued interest, fees interest and other amounts owing to such replaced Lender prior to the date of replacementreplacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.16, 2.17 and 2.19), (iv) the Borrower shall be liable to such replaced Lender under Section 2.13 2.18 if any Eurodollar Rate Advance Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 7.05 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacement).

Appears in 1 contract

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

Substitution of Lenders. Upon the receipt by the Borrower from If (a) any Lender has failed to fund its Revolving Credit Percentage of any Revolving Credit Advance, or to fund a Revolving Credit Advance to repay any Reimbursement Obligations, (b) the obligation of any Lender to make Eurodollar-based Advances has been suspended pursuant to Section 11.3 or 11.4, (c) any Lender has demanded compensation under Section 11.5 or 11.6 (in each case, an “Affected Lender”) ), then the Agent or Parent shall have the right to make written demand on the Affected Lender (with a copy to Parent in the case of a claim under Sections 2.16demand by the Agent or with a copy to the Agent in the case of a demand by Parent) to assign and the Affected Lender shall assign, 2.17 or notice of illegality under Section 2.18 or if any Lender (a “Defaulting Lender”) defaults in its obligation to fund Advances hereunder, the Borrower may: (a) request one or more financial institutions that comply with the provisions of Section 13.8 hereof (the “Purchasing Lender” or “Purchasing Lenders”) to purchase the Advances of the other Lenders to acquire and assume all or part of the Advances and Commitment Revolving Credit, of such Affected Lender or Defaulting Lender(including, as applicable; or (bwithout limitation, its participating interests in outstanding Letters of Credit) replace such and assume the commitment of the Affected Lender or Defaulting Lender, as applicable, by designating an Eligible Assignee that is willing to acquire such Advances and assume such Commitment; provided that extend credit under the Revolving Credit (iincluding without limitation its obligation to purchase participations in Letters of Credit) such replacement does not conflict with any requirement of law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement Lender shall purchase, at par) all Advances, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.13 if any Eurodollar Rate Advance owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replaced this Agreement. The Affected Lender shall be obligated to make sell its Advances of the Revolving Credit, and assign its commitment to extend credit under the Revolving Credit (including without limitation its obligations to purchase participations in Letters of Credit) to such replacement in accordance Purchasing Lender or Purchasing Lenders within ten (10) days after receiving notice from Parent 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, Borrowers shall pay to the provisions 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 7.05 11.1 if Borrowers had prepaid the outstanding Eurodollar-based Advances of the Affected Lender on the date of such sale and (provided that ii) any additional compensation accrued for its account under Sections 3.4(d), 11.5 and 11.6 to but excluding said date. Upon such sale, the Borrower Purchasing Lender or replacement Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be obligated released from its obligations hereunder to pay a corresponding extent. If any Purchasing Lender is not already one of the registration Lenders, the Affected Lender, as assignor, such Purchasing Lender, as assignee, Borrowers and processing fee) 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 (vi) shall have all the Borrower rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment pursuant to this Section 13.12, Borrowers or the Purchasing Lender shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, to the extent Agent the administrative fee for processing such additional amounts were incurred on or prior assignment referred to the consummation of such replacementin Section 13.8.

Appears in 1 contract

Samples: Revolving Credit Agreement (Microsemi Corp)

Substitution of Lenders. Upon In the receipt by event (a) the Borrower from obligation of any Lender to make or maintain Eurodollar Rate Advances has been suspended pursuant to Section 2.08(b), (an “Affected Lender”b) of a claim under Sections 2.16, 2.17 or notice of illegality any Lender has demanded compensation under Section 2.18 2.11, 2.12, 2.14 or if 2.20, which compensation increases the effective lending rate of such Lender in excess of the effective lending rate of the other Lenders, or (c) any Lender (shall be a Defaulting Lender”) defaults , then and in its obligation to fund Advances hereunderany such event, the Borrower may: may substitute for such Lender (athe "Affected Lender") request one or more of another financial institution, which financial institution shall be an Eligible Assignee, for such Lender to assume the other Lenders to acquire and assume all or part of the Advances and Commitment of such Affected Lender or Defaulting Lenderand to purchase the Note, as applicable; or (b) replace if any, of such Affected Lender or Defaulting Lenderhereunder in accordance with Section 8.07. Such assumption and purchase shall be effected by execution and delivery by such Affected Lender and such replacement Lender of an Assignment and Acceptance, as applicableand shall otherwise be made in the manner described in Section 8.07, by designating an Eligible Assignee that is willing to acquire such Advances and assume such Commitment; provided that (i) such replacement does not conflict with any requirement of lawthe Affected Lender's obligation to so assign and sell its Commitment and Note, (ii) no Event of Default if any, shall have occurred and be continuing at subject to the time of such replacement, (iii) the Borrower shall repay (or the replacement Lender shall purchase, at par) condition that all Advances, accrued interest, fees and other amounts owing to such replaced Affected Lender prior to the date of replacement(including, (iv) the Borrower shall be liable to such replaced Lender under Section 2.13 if any Eurodollar Rate Advance without limitation, principal, accrued and unpaid interest and fees, and all amounts owing to such replaced Affected Lender under Sections 2.11, 2.12, 2.14 and 8.04) shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replaced Lender shall be obligated to make such replacement have been paid in accordance with the provisions of Section 7.05 (full; provided that such Non-Consenting Lender's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.07, shall survive the Borrower or replacement Termination Date for such Lender shall be obligated Party as to pay the registration and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, to the extent such additional amounts were incurred on or matters occurring prior to the consummation of such replacementdate.

Appears in 1 contract

Samples: Credit Agreement (Qualcomm Inc/De)

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “Affected Lender”) of a claim under Sections 2.16, 2.17 or notice of illegality under Section 2.18 or if any Lender (a “Defaulting Lender”) defaults in its obligation to fund Advances hereunder, the Borrower may: If (a) request the obligation of any Lender to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (b) any Lender has demanded compensation under Section 3.4(c), 11.1, 11.5 or 11.6 (in each case, an "Affected Lender"), then the Borrowers shall have the right (subject to Section 13.8 hereof), with the assistance of the Agent, to seek a substitute Lender or Lenders (which may be one or more of the other Lenders (the "Purchasing Lender" or "Purchasing Lenders") to acquire purchase the Advances of the Revolving Credit and assume all or part of the commitments (including without limitation its participations in Swing Line Advances and Commitment Letters of Credit) under this Agreement of such Affected Lender or Defaulting Lender, as applicable; or (b) replace such . The Affected Lender or Defaulting Lender, as applicable, by designating an Eligible Assignee that is willing to acquire such Advances and assume such Commitment; provided that (i) such replacement does not conflict with any requirement of law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement Lender shall purchase, at par) all Advances, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.13 if any Eurodollar Rate Advance owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replaced Lender shall be obligated to make sell its Advances of the Revolving Credit and assign its commitments to such replacement in accordance Purchasing Lender or Purchasing Lenders within fifteen days after receiving notice from 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 and any other amounts owed to the Affected Lender under any Loan Document. In connection with any such sale, and as a condition thereof, Borrowers shall pay to the provisions 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 Business Days after such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 7.05 11.1 if the applicable Borrower has prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such sale and (provided that 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 Borrower Purchasing Lender or replacement Purchasing Lenders shall assume the Affected Lender's commitment, and the Affected Lender shall be obligated released from its obligations hereunder to pay a corresponding extent. If any Purchasing Lender is not already one of the registration Lenders, the Affected Lender, as assignor, such Purchasing Lender, as assignee, Holdings and processing fee) 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 (vi) shall have all the Borrower rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment. In connection with any assignment pursuant to this Section 11.7, the Borrowers or the Purchasing Lender shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, to the extent Agent the administrative fee for processing such additional amounts were incurred on or prior assignment referred to the consummation of such replacementin Section 13.8.

Appears in 1 contract

Samples: Revolving Credit Agreement (Plastipak Holdings Inc)

Substitution of Lenders. Upon the receipt by If any Lender requests compensation from the Borrower from any Lender (an “Affected Lender”) of a claim under Sections 2.16, 2.17 or notice of illegality under Section 2.18 2.09(a) or (b) or Section 2.11 or if any Lender (a “Defaulting Lender”) defaults in declines to extend its obligation Commitment Termination Date pursuant to fund Advances hereunderSection 2.15, the Borrower may: shall have the right, with the assistance of the Agents, to seek one or more Eligible Assignees (a) request which may be one or more of the other Lenders Lenders) reasonably satisfactory to acquire the Administrative Agent and assume all or part of the Borrower to purchase the Advances and Commitment assume the Commitments of such Affected Lender or Defaulting Lender, as applicable; or (b) replace and the Borrower, the Administrative Agent, such Affected Lender or Defaulting Lender, as applicable, and such Eligible Assignees shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 8.07(a) hereof to effect the assignment of rights to and the assumption of obligations by designating an such Eligible Assignee that is willing to acquire such Advances and assume such CommitmentAssignees; provided that (i) such replacement does not conflict with requesting Lender shall be entitled to compensation under Section 2.09 and 2.11 for any requirement of lawcosts incurred by it prior to its replacement, (ii) no Event of Default shall have Default, or Potential Event of Default, has occurred and be continuing at the time of such replacementis continuing, (iii) the Borrower shall repay (or has satisfied all of its obligations under the replacement Lender shall purchase, at par) all Advances, accrued interest, fees and other amounts owing Loan Documents relating to such replaced Lender prior to the date of replacementLender, including without limitation obligations, if any, under Section 8.04(b), (iv) in the case of the Commitments of any Lenders that have declined to extend their Commitment Termination Date pursuant to Section 2.15, the Lenders that have extended their Commitment Termination Date pursuant to Section 2.15 shall on a ratable basis have the right (but no obligation), for a period of seven days following receipt of notice from the Administrative Agent at the request of the Borrower shall that the Commitments of non-extending Lenders may be liable assumed, to assume the Commitments of such replaced Lender under Section 2.13 if declining Lenders before any Eurodollar Rate Advance owing to other Eligible Assignees assume such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating theretoCommitments, and (v) the replaced Lender Borrower shall be obligated to make have paid the Administrative Agent a $3,500 administrative fee if such replacement in accordance with the provisions of Section 7.05 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacementis not an existing Lender.

Appears in 1 contract

Samples: Credit Agreement (Hormel Foods Corp /De/)

Substitution of Lenders. Upon If (a) 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 or any Reimbursement Obligations, (b) the receipt obligation of any Lender to make Eurodollar-based Advances has been suspended pursuant to Section 11.3 or 11.4, (c) any Lender has demanded compensation under Section 3.4(c), 11.5 or 11.6 or (d) any Lender has not approved an amendment, waiver or other modification of this Agreement, if such amendment or waiver has been approved by the Borrower from any Majority Lenders and the consent of such Lender is required (in each 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 Borrowers in the case of a claim under Sections 2.16demand by the Agent or with a copy to the Agent in the case of a demand by the Borrowers) to assign and the Affected Lender shall assign, 2.17 or notice of illegality under Section 2.18 or if any Lender (a “Defaulting Lender”) defaults in its obligation to fund Advances hereunder, the Borrower may: (a) request one or more financial institutions that comply with the provisions of Section 13.9 hereof (the “Purchasing Lender” or “Purchasing Lenders”) to purchase the Advances of the other Lenders to acquire and assume all or part of the Advances and Commitment Revolving Credit of such Affected Lender or Defaulting Lender(including, as applicable; or (bwithout limitation, its participating interests in outstanding Letters of Credit) replace such and assume the commitment of the Affected Lender or Defaulting Lender, as applicable, by designating an Eligible Assignee that is willing to acquire such Advances extend credit under the Revolving Credit (including without limitation its obligation to purchase participations interest in and assume such Commitment; provided that (iLetters of Credit) such replacement does not conflict with any requirement of law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement Lender shall purchase, at par) all Advances, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.13 if any Eurodollar Rate Advance owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replaced this Agreement. The Affected Lender shall be obligated to make sell its Advances of the Revolving Credit, and assign its commitment to extend credit under the Revolving Credit (including without limitation its obligations to purchase participations in Letters of Credit) to such replacement in accordance 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 provisions Borrowers shall pay 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 7.05 11.1 if the Borrowers had prepaid the outstanding Eurodollar-based Advances of the Affected Lender on the date of such sale and (provided that 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 Borrower Purchasing Lender or replacement Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be obligated released from its obligations hereunder to pay a corresponding extent. If any Purchasing Lender is not already one of the registration Lenders, the Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrowers and processing fee) the Agent, shall enter into an Assignment Agreement pursuant to Section 13.9 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and (vi) shall have all the Borrower rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment. In connection with any assignment pursuant to this Section 13.13, the Borrowers or the Purchasing Lender shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, to the extent Agent the administrative fee for processing such additional amounts were incurred on or prior assignment referred to the consummation of such replacementin Section 13.9.

Appears in 1 contract

Samples: Revolving Credit Agreement (Obagi Medical Products, Inc.)

Substitution of Lenders. Upon Notwithstanding anything to the receipt by the Borrower from contrary contained herein, if any Lender (an “Affected Lender”) of a claim under shall request compensation pursuant to Sections 2.163.6, 2.17 3.7 or notice of illegality under Section 2.18 3.10, or if any Lender (a “Defaulting Lender”) defaults shall not have consented to any request for the extension of the Revolving Credit Commitment Period which request was approved in its obligation to fund Advances hereunderaccordance with Section 2.14, then, in each such case, provided that no Event of Default shall then exist and be continuing, the Borrower may: (a) request may require that such Lender transfer all of its right, title and interest under the Loan Documents to one or more of the other Lenders (in the sole and absolute discretion of each such Lender) or any other Eligible Institution identified by the Borrower and reasonably acceptable to acquire the Administrative Agent, the Swing Line Lender and each Issuing Bank (a "Substitute Lender"), if such Substitute Lender agrees to assume all or part of ----------------- the Advances and Commitment obligations of such Affected Lender or Defaulting Lenderunder the Loan Documents for consideration equal to all principal, as applicable; or (b) replace such Affected Lender or Defaulting Lender, as applicable, by designating an Eligible Assignee that is willing to acquire such Advances and assume such Commitment; provided that (i) such replacement does not conflict with any requirement of law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement Lender shall purchase, at par) all Advances, accrued interest, fees Fees and other amounts sums owing to such replaced Lender prior under the Loan Documents, whether or not then otherwise due. Subject to the date of replacement, (iv) execution and delivery by the Borrower shall be liable to at its expense of a new Revolving Credit Note and a new Competitive Bid Note, an instrument of assignment and assumption, and such replaced other documents as such Lender under Section 2.13 if any Eurodollar Rate Advance owing to may reasonably require, such replaced Substitute Lender shall be prepaid (or purchased) a "Lender" for all purposes hereunder. Without prejudice to the survival of any other than on the last day agreement of the Interest Period relating theretoBorrower hereunder, the agreements of the Borrower contained in Sections 3.5, 3.6, 3.7, 11.7 and 11.20 (v) the replaced without duplication of any payments made to such Lender shall be obligated to make such replacement in accordance with the provisions of Section 7.05 (provided that by the Borrower or replacement the Substitute Lender) shall survive for the benefit of any Lender shall be obligated to pay the registration and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, replaced under this Section with respect to the extent such additional amounts were incurred on or time prior to the consummation of such replacement.

Appears in 1 contract

Samples: Credit Agreement (Kohls Corporation)

Substitution of Lenders. Upon (x) the receipt by the a Borrower of a claim for compensation under Section 3.2 or 3.3 from any Lender or (y) a demand from the Administrative Agent under Section 2.12 (a) regarding any Lender or (z) a notice from a Lender to the Administrative Agent pursuant to Section 2.16(b) (in either case such Lender being an "Affected Lender"), the Company may, with the Administrative Agent's assistance: (i) of obtain a claim under Sections 2.16, 2.17 replacement bank or notice of illegality under Section 2.18 or if any Lender financial institution satisfactory to the Company and to the Administrative Agent (a “Defaulting "Replacement Lender") defaults in its obligation to fund Advances hereunderacquire and assume all or a ratable part of all of such Affected Lender's Revolving Commitments, the Borrower may: Credit Extensions and other rights and obligations under this Agreement (acollectively such Lender's "Assignable Credit Exposure"), and if such Affected Lender or any Affiliate thereof is a Swap Provider, all Specified Swap Contracts of such Affected Lender and Affiliate; or (ii) request one or more of the other Lenders (which shall be under no obligation) to acquire and assume all or part of the Advances and Commitment of such Affected Lender's Assignable Credit Exposure. Any such designation of a Replacement Lender or Defaulting Lender, as applicable; or (b) replace such Affected Lender or Defaulting Lender, as applicable, by designating an Eligible Assignee that is willing to acquire such Advances and assume such Commitment; provided that under clause (i) such replacement does not conflict with any requirement of law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement Lender shall purchase, at par) all Advances, accrued interest, fees and other amounts owing to such replaced Lender prior subject to the date prior written consent of replacementthe Administrative Agent (which consent shall not be unreasonably withheld). Before the acquisition and assumption by a Replacement Lender or existing Lender of an Affected Lender's Assignable Credit Exposure can be effective, (iv) the Borrower shall be liable Credit Parties must pay to such replaced the Affected Lender any costs and expenses due to it under Section 2.13 if any Eurodollar Rate Advance owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 7.05 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacement3.4.

Appears in 1 contract

Samples: Credit Agreement (Trylon Corp/Mi/)

Substitution of Lenders. Upon If (a) 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 receipt obligation of any Lender to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4, (c) any Lender has demanded compensation under Section 3.4(d), 11.5 or 11.6 or (d) any Lender has not approved an amendment, waiver or other modification of this Agreement, if such amendment or waiver has been approved by the Borrower from any Required Lenders and the consent of such Lender is required (in each case, an “Affected Lender”) ), then Agent or the Company shall have the right to make written demand on the Affected Lender (with a copy to the Company in the case of a claim under Sections 2.16demand by Agent or with a copy to Agent in the case of a demand by the Company) to assign and the Affected Lender shall assign, 2.17 or notice of illegality under Section 2.18 or if any Lender (a “Defaulting Lender”) defaults in its obligation to fund Advances hereunder, the Borrower may: (a) request one or more of the other Lenders to acquire and assume all or part of the Advances and Commitment of such Affected Lender or Defaulting Lender, as applicable; or (b) replace such Affected Lender or Defaulting Lender, as applicable, by designating an Eligible Assignee financial institutions that is willing to acquire such Advances and assume such Commitment; provided that (i) such replacement does not conflict with any requirement of law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement Lender shall purchase, at par) all Advances, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.13 if any Eurodollar Rate Advance owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replaced Lender shall be obligated to make such replacement in accordance comply with the provisions of Section 7.05 14.8 hereof (provided that the Borrower “Purchasing Lender” or replacement Lender shall be obligated “Purchasing Lenders”) to pay purchase the registration Advances of the Revolving Credit, the Term Loan and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17Swing Line, as the case may be, of such Affected Lender (including, without limitation, its participating interests in outstanding Swing Line Advances and Letters of Credit) and assume the commitment of the Affected Lender to extend credit under the Revolving Credit (including without limitation its obligation to purchase participation interests in Swing Line Advances and Letters of Credit) under this Agreement. The Affected Lender shall be obligated to sell its Advances of the Revolving Credit, the Term Loan and the 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 participation interests in Swing Line Advances and Letters of Credit) to such Purchasing Lender or Purchasing Lenders within ten (10) days after receiving notice from the Company requiring it to do so, at an aggregate price equal to the extent outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such additional amounts were incurred on or prior sale, and as a condition thereof, the Company shall pay to the consummation Affected Lender all fees accrued for its account hereunder to but excluding the date of such replacementsale, 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 Company or the applicable Permitted Borrower had prepaid the outstanding Eurocurrency-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, 11.6, 11.7, 11.6 and 11.7 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 released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Lenders, the Affected Lender, as assignor, such Purchasing Lender, as assignee, the Company and the Permitted Borrowers and Agent, shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Term Loan Percentage and a Revolving Credit Percentage equal to its ratable share of the then applicable aggregate outstanding amount pursuant to the Term Loan and the Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment pursuant to this Section 14.2, the Company and the Permitted Borrower or the Purchasing Lender shall pay to Agent the administrative fee for processing such assignment referred to in Section 14.8.

Appears in 1 contract

Samples: Credit Agreement (Vishay Intertechnology Inc)

Substitution of Lenders. Upon the receipt by If any Lender requests compensation under Section 5.03 or Section 5.07, if the Borrower from is required to pay any Indemnified Taxes or additional amounts to any Lender (an “Affected Lender”) or any Governmental Authority for the account of any Lender pursuant to Section 6.03 and, in each case, such Lender has declined or is unable to designate a claim under Sections 2.16different Lending Office in accordance with Section 5.06, 2.17 or notice of illegality under Section 2.18 or if any Lender (is a Defaulting Lender or a Non-Consenting Lender”) defaults in its obligation to fund Advances hereunder, then the Borrower may: , at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (ain accordance with and subject to the restrictions contained in, and consents required by, Section 13.09), all of its interests, rights (other than its existing rights to payments pursuant to Section 5.03 or Section 6.03) request one or more of and obligations under this Agreement and the other Lenders related Loan Documents to acquire and assume all or part of the Advances and Commitment of such Affected Lender or Defaulting Lender, as applicable; or (b) replace such Affected Lender or Defaulting Lender, as applicable, by designating an Eligible Assignee that is willing to acquire such Advances and shall assume such Commitmentobligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that that: (ia) the Borrower shall have paid to the Agent the assignment fee (if any) specified in Section 13.09; (b) such replacement Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 5.02) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 5.03 or payments required to be made pursuant to Section 6.03, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable law; and (e) in the case of any requirement of lawassignment resulting from a Lender becoming a Non-Consenting Lender, (ii) no Event of Default the applicable assignee shall have occurred and consented to the applicable amendment, waiver or consent. A Lender shall not be continuing at required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the time of such replacement, (iii) circumstances entitling the Borrower shall repay (or the replacement Lender shall purchase, at par) all Advances, accrued interest, fees to require such assignment and other amounts owing delegation cease to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.13 if any Eurodollar Rate Advance owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 7.05 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacementapply.

Appears in 1 contract

Samples: Credit Agreement (Aquaventure Holdings LLC)

Substitution of Lenders. Upon Notwithstanding anything to the receipt by the Borrower from any Lender (an “Affected Lender”) of a claim under Sections 2.16contrary contained herein, 2.17 or notice of illegality under Section 2.18 or if any Lender (a “Defaulting Lender”) defaults shall request compensation pursuant to Sections 3.6, 3.7 or 3.10, then, in its obligation to fund Advances hereundereach such case, provided that no Event of Default shall then exist and be continuing, the Borrower may: (a) request may require that such Lender transfer all of its right, title and interest under the Loan Documents to one or more of the other Lenders (in the sole and absolute discretion of each such Lender) or any other Eligible Institution identified by the Borrower and reasonably acceptable to acquire the Administrative Agent and the Swing Line Lender (a "Substitute Lender"), if such Substitute Lender agrees to assume all or part of the Advances and Commitment obligations of such Affected Lender or Defaulting Lenderunder the Loan Documents for consideration equal to all principal, as applicable; or (b) replace such Affected Lender or Defaulting Lender, as applicable, by designating an Eligible Assignee that is willing to acquire such Advances and assume such Commitment; provided that (i) such replacement does not conflict with any requirement of law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement Lender shall purchase, at par) all Advances, accrued interest, fees Fees and other amounts sums owing to such replaced Lender prior under the Loan Documents, whether or not then otherwise due. Subject to the date of replacement, (iv) execution and delivery by the Borrower shall be liable to at its expense of a new Revolving Credit Note, an instrument of assignment and assumption, and such replaced other documents as such Lender under Section 2.13 if any Eurodollar Rate Advance owing to may reasonably require, such replaced Substitute Lender shall be prepaid (or purchased) a "Lender" for all purposes hereunder. Without prejudice to the survival of any other than on the last day agreement of the Interest Period relating theretoBorrower hereunder, the agreements of the Borrower contained in Sections 3.5, 3.6, 3.7, 11.7 and 11.20 (v) the replaced without duplication of any payments made to such Lender shall be obligated to make such replacement in accordance with the provisions of Section 7.05 (provided that by the Borrower or replacement the Substitute Lender) shall survive for the benefit of any Lender shall be obligated to pay the registration and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, replaced under this Section with respect to the extent such additional amounts were incurred on or time prior to the consummation of such replacement.

Appears in 1 contract

Samples: Credit Agreement (Camco International Inc)

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “Affected Lender”) of a claim under Sections 2.16Section 2.17, 2.17 or notice of illegality under Section 2.18 or if any Lender (a “Defaulting Lender”) defaults in its obligation to fund Advances hereunder2.20, the Borrower may: (a) request one or more of the other Lenders to acquire and assume all or part of the Advances and Commitment of such Affected Lender or Defaulting Lender’s Loans, as applicableReimbursement Obligations and Revolving Credit Commitment; or (b) replace such Affected Lender or Defaulting Lender, as applicable, by designating an Eligible Assignee another Lender or a financial institution that is willing to acquire such Advances Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any requirement Requirement of lawLaw, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement Lender bank or institution shall purchase, at par) all AdvancesLoans and Reimbursement Obligations, accrued interest, fees interest and other amounts owing to such replaced Lender prior to the date of replacementreplacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20), (iv) the Borrower shall be liable to such replaced Lender under Section 2.13 2.19 if any Eurodollar Rate Advance Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 7.05 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacement).

Appears in 1 contract

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

Substitution of Lenders. Upon Notwithstanding anything to the receipt by the Borrower from any Lender (an “Affected Lender”) of a claim under Sections 2.16contrary contained herein, 2.17 or notice of illegality under Section 2.18 or if any Lender (a “Defaulting Lender”) defaults shall request compensation pursuant to Sections 3.6, 3.7 or 3.10 or shall not have consented to any request for the extension of the Revolving Credit Maturity Date which request was approved in its obligation to fund Advances hereunderaccordance with Section 2.14, then, in each such case, provided that no Event of Default shall then exist and be continuing, the Borrower may: (a) request may require that such Lender transfer all of its right, title and interest under the Loan Documents to one or more of the other Lenders (in the sole and absolute discretion of each such Lender) or any other Person identified by the Borrower and reasonably acceptable to acquire and the Administrative Agent (a "Substitute Lender"), if such Substitute Lender agrees to assume all or part of the Advances and Commitment obligations of such Affected Lender or Defaulting Lenderunder the Loan Documents for consideration equal to all principal, as applicable; or (b) replace such Affected Lender or Defaulting Lender, as applicable, by designating an Eligible Assignee that is willing to acquire such Advances and assume such Commitment; provided that (i) such replacement does not conflict with any requirement of law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement Lender shall purchase, at par) all Advances, accrued interest, fees and other amounts sums owing to such replaced Lender prior under the Loan Documents, whether or not then otherwise due, provided that if such Lender is a "Lender" under and as defined in the Other Credit Agreement, the Borrower must replace or remove such Lender as a "Lender" from the Other Credit Agreement pursuant to the date terms of replacement, Section 3.11 thereof simultaneously with the replacement or removal of such Lender hereunder. Subject to (ivi) the execution and delivery by the Borrower shall be liable to at its expense of a new Note, an instrument of assignment and assumption, and such replaced other documents as such Lender may reasonably require, 39 and (ii) the simultaneous replacement or removal of such Lender as a "Lender" under Section 2.13 if any Eurodollar Rate Advance owing to and as defined in the Other Credit Agreement, such replaced Substitute Lender shall be prepaid (or purchased) a "Lender" for all purposes hereunder. Without prejudice to the survival of any other than on the last day agreement of the Interest Period relating theretoBorrower hereunder, the agreements of the Borrower contained in Sections 3.5, 3.6, 3.7, 11.7 and 11.20 (v) the replaced without duplication of any payments made to such Lender shall be obligated to make such replacement in accordance with the provisions of Section 7.05 (provided that by the Borrower or replacement the Substitute Lender) shall survive for the benefit of any Lender shall be obligated to pay the registration and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, replaced under this Section with respect to the extent such additional amounts were incurred on or time prior to the consummation of such replacement.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Kohls Corporation)

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an "Affected Lender") of a claim under Sections 2.16Section 2.14, 2.17 2.15 or notice of illegality under Section 2.18 or if any Lender (a “Defaulting Lender”) defaults in its obligation to fund Advances hereunder2.17, the Borrower may: (a) request one or more of the other Lenders to acquire and assume all or part of the Advances and Commitment of such Affected Lender or Defaulting Lender's Loans, as applicableReimbursement Obligations and Revolving Credit Commitment; or (b) replace such Affected Lender or Defaulting Lender, as applicable, by designating an Eligible Assignee another Lender or a financial institution that is willing to acquire such Advances Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any requirement Requirement of lawLaw, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement Lender bank or institution shall purchase, at par) all AdvancesLoans and Reimbursement Obligations, accrued interest, fees interest and other amounts owing to such replaced Lender prior to the date of replacementreplacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.14, 2.15 and 2.17), (iv) the Borrower shall be liable to such replaced Lender under Section 2.13 2.16 if any Eurodollar Rate Advance Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of this Section 7.05 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacement).

Appears in 1 contract

Samples: Revolving Credit Agreement (B&g Foods Inc)

Substitution of Lenders. Upon the receipt by If any Lender requests compensation from the Borrower from any Lender (an “Affected Lender”) of a claim under Sections 2.16, 2.17 or notice of illegality under Section 2.18 2.10(a) or (b), or if any Lender (declines to extend its Commitment Termination Date pursuant to Section 2.16, if the Borrower is required to pay any additional amounts with respect to any Lender or SPC under Section 2.12(a), or if any Lender shall become a Defaulting Lender”) defaults in its obligation to fund Advances hereunder, the Borrower may: shall have the right, with the assistance of the Agent, to seek one or more substitute banks or financial institutions (a) request which may be one or more of the other Lenders Lenders) reasonably satisfactory to acquire the Agent and assume all or part of the Borrower to purchase the Advances and Commitment assume the Commitments of such Affected Lender or Defaulting Lender, as applicable; or (b) replace such Affected Lender or Defaulting LenderSPC, as applicable, and the Borrower, the Agent, such Lender or such SPC, as applicable, and such substitute banks or financial institutions shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 8.07(a) hereof to effect the assignment of rights to and the assumption of obligations by designating an Eligible Assignee that is willing to acquire such Advances and assume such Commitmentsubstitute banks or financial institutions; provided that any such Lender or SPC, as applicable, requesting compensation from the Borrower under Section 2.10(a) or (b), such Lender shall be entitled to (i) such replacement does not conflict with compensation under Section 2.10 for any requirement of lawcosts incurred by it prior to its replacement, (ii) no Event payment of Default shall have occurred and be continuing at the time all Advances of such replacement, (iii) the Borrower shall repay (or the replacement Lender shall purchase, at par) then outstanding and all Advances, interest and fees accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacementsuch payment, and (iviii) the Borrower shall be liable to such replaced Lender under Section 2.13 if any Eurodollar Rate Advance owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 7.05 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation Advances of such replacementLender are then outstanding, any reimbursement which would be payable under Section 8.04(b) in connection with a prepayment of such Eurodollar Rate Advances on such date.

Appears in 1 contract

Samples: Credit Agreement (Computer Sciences Corp)

Substitution of Lenders. Upon the receipt by If any Lender requests compensation from the Borrower from any Lender (an “Affected Lender”) of a claim under Sections 2.16, 2.17 or notice of illegality under Section 2.18 2.10 (a) or (b) or Section 2.12 or if any Lender (a “Defaulting Lender”) defaults in declines to extend its obligation Commitment Termination Date pursuant to fund Advances hereunderSection 2.16, the Borrower may: shall have the right, with the assistance of the Administrative Agent, to seek one or more Eligible Assignees (a) request which may be one or more of the other Lenders Lenders) reasonably satisfactory to acquire the Administrative Agent and assume all or part of the Borrower to purchase the Advances and Commitment assume the Commitments of such Affected Lender or Defaulting Lender, as applicable; or (b) replace and the Borrower, the Administrative Agent, such Affected Lender or Defaulting Lender, as applicable, and such Eligible Assignees shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 8.07(a) hereof to effect the assignment of rights to and the assumption of obligations by designating an such Eligible Assignee that is willing to acquire such Advances and assume such CommitmentAssignees; provided that (i) such replacement does not conflict with requesting Lender shall be entitled to compensation under Section 2.10 and 2.12 for any requirement of lawcosts incurred by it prior to its replacement, (ii) no Event of Default shall have or Potential Event of Default has occurred and be continuing at the time of such replacementis continuing, (iii) the Borrower shall repay (or has satisfied all of its obligations under the replacement Lender shall purchase, at par) all Advances, accrued interest, fees and other amounts owing Loan Documents relating to such replaced Lender prior to the date of replacementLender, including without limitation obligations, if any, under Section 8.04(b), (iv) in the case of the Commitments of any Lenders that have declined to extend their Commitment Termination Date pursuant to Section 2.16, the Lenders that have extended their Commitment Termination Date pursuant to Section 2.16 shall on a 29 Credit Agreement (Short Term) ratable basis have the right (but no obligation), for a period of seven days following receipt of notice from the Administrative Agent at the request of the Borrower shall that the Commitments of non-extending Lenders may be liable assumed, to assume the Commitments of such replaced Lender under Section 2.13 if declining Lenders before any Eurodollar Rate Advance owing to other Eligible Assignees assume such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating theretoCommitments, and (v) the replaced Lender Borrower shall be obligated to make have paid the Administrative Agent a $3,000 administrative fee if such replacement in accordance with the provisions of Section 7.05 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacementis not an existing Lender.

Appears in 1 contract

Samples: Credit Agreement (Viad Corp)

Substitution of Lenders. Upon the receipt by the Borrower Company from any Lender (an “Affected Lender”) of a claim under Sections 2.16, 2.17 or notice of illegality for compensation under Section 2.18 4.01 or if any Lender (a “Defaulting Lender”) defaults in its obligation to fund Advances hereunder4.02, the Borrower Company may: (a) request the Affected Lender to use its best efforts at the Company’s cost to obtain a replacement bank or financial institution satisfactory to the Company to acquire and assume all or a ratable part of all of such Affected Lender’s Loans and Commitments (a “Replacement Lender”); (b) request one or more of the other Lenders to acquire and assume all or part of the Advances and Commitment of such Affected Lender or Defaulting Lender, as applicable’s Loans and Commitments; or (bc) replace such Affected Lender or Defaulting designate a Replacement Lender, as applicable, by designating an Eligible Assignee that is willing to acquire such Advances and assume such Commitment; provided that that: (i) the Company shall have paid to the Administrative Agent the assignment fee specified in Section 11.08(a); (ii) such replacement Lender shall have received payment of an amount equal to the outstanding principal of its Loans and its participation in the L/C Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.05); (iii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.01, the Company reasonably believes that such assignment will result in a reduction in such compensation or payments thereafter; and (iv) such assignment does not conflict with any requirement applicable Laws. Any such designation of law, a Replacement Lender under clause (iia) no Event of Default or (c) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement Lender shall purchase, at par) all Advances, accrued interest, fees and other amounts owing to such replaced Lender prior subject to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.13 if any Eurodollar Rate Advance owing to such replaced Lender shall be prepaid (or purchased) other than on the last day prior written consent of the Interest Period relating thereto, Administrative Agent and each Issuing Lender having any outstanding Letters of Credit (v) the replaced Lender which consents shall not be obligated to make such replacement in accordance with the provisions of Section 7.05 (provided that the Borrower unreasonably withheld or replacement Lender shall be obligated to pay the registration and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacementdelayed).

Appears in 1 contract

Samples: Credit Agreement (Aecom Technology Corp)

Substitution of Lenders. Upon Notwithstanding anything to the receipt by the Borrower from contrary contained herein, if any Lender (an “Affected is a Defaulting Lender”) of a claim under Sections 2.16, 2.17 or notice of illegality under Section 2.18 or if any Lender (a “Defaulting Lender”) defaults shall request compensation pursuant to Sections 3.6, 3.7 or 3.10 or shall not have consented to any request for the extension of the Revolving Credit Maturity Date which request was approved in its obligation to fund Advances hereunderaccordance with Section 2.14, then, in each such case, provided that no Event of Default shall then exist and be continuing, the Borrower may: (a) request may require that such Lender transfer all of its right, title and interest under the Loan Documents to one or more of the other Lenders (in the sole and absolute discretion of each such Lender) or any other Person identified by the Borrower and reasonably acceptable to acquire the Administrative Agent, the Swing Line Lender and each Issuing Bank (a “Substitute Lender”), if such Substitute Lender agrees to assume all or part of the Advances and Commitment obligations of such Affected Lender or Defaulting Lenderunder the Loan Documents for consideration equal to all principal, as applicable; or (b) replace such Affected Lender or Defaulting Lender, as applicable, by designating an Eligible Assignee that is willing to acquire such Advances and assume such Commitment; provided that (i) such replacement does not conflict with any requirement of law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement Lender shall purchase, at par) all Advances, accrued interest, fees and other amounts sums owing to such replaced Lender prior under the Loan Documents, whether or not then otherwise due. Subject to the date of replacement, (iv) execution and delivery by the Borrower shall be liable to at its expense of a new Note, an instrument of assignment and assumption, and such replaced other documents as such Lender under Section 2.13 if any Eurodollar Rate Advance owing to may reasonably require, such replaced Substitute Lender shall be prepaid (or purchased) a “Lender” for all purposes hereunder. Without prejudice to the survival of any other than on the last day agreement of the Interest Period relating theretoBorrower hereunder, the agreements of the Borrower contained in Sections 3.5, 3.6, 3.7, 11.7 and 11.20 (v) the replaced without duplication of any payments made to such Lender shall be obligated to make such replacement in accordance with the provisions of Section 7.05 (provided that by the Borrower or replacement the Substitute Lender) shall survive for the benefit of any Lender shall be obligated to pay the registration and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, replaced under this Section with respect to the extent such additional amounts were incurred on or time prior to the consummation of such replacement.

Appears in 1 contract

Samples: Credit Agreement (Kohls Corporation)

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “Affected Lender”) of a claim under Sections 2.16, 2.17 or notice of illegality under Section 2.18 or if any Lender (a “Defaulting Lender”) defaults in its obligation to fund Advances hereunder, the Borrower may: If (a) request 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 obligation of any Lender to make Eurodollar-based Advances has been suspended pursuant to Section 11.3 or 11.4, (c) any Lender has demanded compensation under Section 3.4(d), 11.5 or 11.6 or (d) any Lender has not approved an amendment, waiver or other modification of this Agreement and the consent of such Lender is required (in each case, an "Affected Lender"), then the Agent or the Borrower shall have the right to make written demand on the Affected Lender (with a copy to the Borrower in the case of a demand by the Agent or with a copy to the Agent in the case of a demand by the Borrower) to assign and the Affected Lender shall assign, to one or more of the other Lenders to acquire and assume all or part of the Advances and Commitment of such Affected Lender or Defaulting Lender, as applicable; or (b) replace such Affected Lender or Defaulting Lender, as applicable, by designating an Eligible Assignee financial institutions that is willing to acquire such Advances and assume such Commitment; provided that (i) such replacement does not conflict with any requirement of law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement Lender shall purchase, at par) all Advances, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.13 if any Eurodollar Rate Advance owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replaced Lender shall be obligated to make such replacement in accordance comply with the provisions of Section 7.05 13.8 hereof (provided that the Borrower "Purchasing Lender" or replacement Lender shall be obligated "Purchasing Lenders") to pay purchase the registration and processing fee) and (vi) Advances of the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17Revolving Credit, and/or Swing Line, as the case may be, of such Affected Lender (including, without limitation, its participating interests in outstanding Swing Line Advances and Letters of Credit) and assume the commitment of the Affected Lender to extend credit under the Revolving Credit (including without limitation its obligation to purchase participations interest in Swing Line Advances and Letters of Credit) under this Agreement. The Affected Lender shall be obligated to sell its Advances of the Revolving Credit and/or the 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 Borrower requiring it to do so, at an aggregate price equal to the extent outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such additional amounts were incurred on or prior sale, and as a condition thereof, the Borrower shall pay to the consummation Affected Lender all fees accrued for its account hereunder to but excluding the date of such replacementsale, plus, if demanded by the Affected Lender within ten (10) Business Days after such sale, (i) the amount of any 92 compensation which would be due to the Affected Lender under Section 11.1 if the Borrower 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(d), 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 released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Lenders, the Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment pursuant to this Section 13.12, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8.

Appears in 1 contract

Samples: Revolving Credit Agreement (Compuware Corp)

Substitution of Lenders. Upon If (a) 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 receipt obligation of any Lender to make Eurodollar-based Advances has been suspended pursuant to Section 11.3 or 11.4, (c) any Lender has demanded compensation under Section 3.4(c), 11.5 or 11.6 or (d) any Lender has not approved an amendment, waiver or other modification of this Agreement, if such amendment or waiver has been approved by the Borrower from any Majority Lenders and the consent of such Lender is required (in each case, an “Affected Lender”) ), then the Agent or the Borrower shall have the right to make written demand on the Affected Lender (with a copy to the Borrower in the case of a claim under Sections 2.16demand by the Agent or with a copy to the Agent in the case of a demand by the Borrower) to assign and the Affected Lender shall assign, 2.17 or notice of illegality under Section 2.18 or if any Lender (a “Defaulting Lender”) defaults in its obligation to fund Advances hereunder, the Borrower may: (a) request one or more of the other Lenders to acquire and assume all or part of the Advances and Commitment of such Affected Lender or Defaulting Lender, as applicable; or (b) replace such Affected Lender or Defaulting Lender, as applicable, by designating an Eligible Assignee financial institutions that is willing to acquire such Advances and assume such Commitment; provided that (i) such replacement does not conflict with any requirement of law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement Lender shall purchase, at par) all Advances, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.13 if any Eurodollar Rate Advance owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replaced Lender shall be obligated to make such replacement in accordance comply with the provisions of Section 7.05 13.8 hereof (provided that the Borrower “Purchasing Lender” or replacement Lender shall be obligated “Purchasing Lenders”) to pay purchase the registration and processing fee) and (vi) Advances of the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17Revolving Credit, Swing Line and/or the Term Loan, as the case may be, of such Affected Lender (including, without limitation, its participating interests in outstanding Swing Line Advances and Letters of Credit) and assume the commitment of the Affected Lender to extend credit under the Revolving Credit (including without limitation its obligation to purchase participations interest in Swing Line Advances and Letters of Credit) under this Agreement. The Affected Lender shall be obligated to sell its Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be, and assign its commitment to extend credit under the Revolving Credit (including without limitation its obligations to purchase participations in Swing Line Advances and Letters of Credit) to such Purchasing Lender or Purchasing Lenders within ten (10) days after receiving notice from the Borrower requiring it to do so, at an aggregate price equal to the extent outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such additional amounts were incurred on or prior sale, and as a condition thereof, the Borrower shall pay to the consummation Affected Lender all fees accrued for its account hereunder to but excluding the date of such replacementsale, 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 Borrower 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 released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Lenders, the Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment and the applicable Percentages of the Term Loan of the Affected Lender. In connection with any assignment pursuant to this Section 13.12, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Quinstreet, Inc)

Substitution of Lenders. Upon the receipt by the Borrower from If any Lender (an “Affected Lender”) of a claim under Sections 2.16, 2.17 or notice of illegality requests compensation under Section 2.18 8.4, or if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 10.1 and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 8.9, or if any Lender (is a Defaulting Lender”) defaults in its obligation to fund Advances hereunder, the Borrower may: (a) request one or more of the other Lenders to acquire and assume all or part of the Advances and Commitment of such Affected Lender or Defaulting a Non-Consenting Lender, as applicable; then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.10), all of its interests, rights (other than its existing rights to payments pursuant to Section 8.4 or (bSection 10.1) replace such Affected Lender or Defaulting Lender, as applicable, by designating and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that is willing to acquire such Advances and shall assume such Commitmentobligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that provided, that: (ia) the Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.10; (b) such replacement Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 8.1) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 8.4 or payments required to be made pursuant to Section 10.1, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable law; and (e) in the case of any requirement of lawassignment resulting from a Lender becoming a Non-Consenting Lender, (ii) no Event of Default the applicable assignee shall have occurred and be continuing at consented to the time of such replacementapplicable amendment, (iii) the Borrower shall repay (waiver or the replacement consent. A Lender shall purchasenot be required to make any such assignment or delegation if, at par) all Advances, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.13 if any Eurodollar Rate Advance owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) as a result of a waiver by such Lender or otherwise, the replaced Lender shall be obligated circumstances entitling the Borrowers to make require such replacement in accordance with the provisions of Section 7.05 (provided that the Borrower or replacement Lender shall be obligated assignment and delegation cease to pay the registration and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacementapply.

Appears in 1 contract

Samples: Credit Agreement (Globe Specialty Metals Inc)

Substitution of Lenders. Upon the receipt by If (a) any Lender has demanded compensation under Sections 8.3 or 8.4, (b) the Borrower from is required to make any additional payments under Section 8.4 in respect of any payment to any Lender, (c) any Lender becomes a Defaulting Lender or (an “Affected Lender”d) of a claim under Sections 2.16, 2.17 or notice of illegality under Section 2.18 or if any Lender does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (a “Defaulting Lender”) defaults in its obligation to fund Advances hereunderso long as the consent of the Required Lenders has been obtained), the Borrower may: shall have the right to designate a substitute lender or lenders reasonably acceptable to the Administrative Agent (a) request which may be one or more of the other Lenders Lenders) to acquire purchase the Loans and assume all or part of the Advances and Commitment Commitments of such Affected Lender, and each Lender agrees in such event that, if the Borrower so designates a substitute or substitutes, it will sell its Loans and assign its rights under this Agreement to such substitute or substitutes as soon as reasonably possible (and in any event within 30 days) after such designation, on substantially the terms set forth in Exhibit B, for a payment equal to the principal amount of its Loans plus all interest on such Loans and all facility fees accrued but unpaid up to but excluding the date of such payment plus any loss or expense incurred by such Lender (other than a Defaulting Lender) (or by an existing Participant in the related Loan of such Lender (other than a Defaulting Lender)), in connection with such payment, including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties as contemplated under Section 2.14, but excluding loss of margin for the period after any such payment, as applicable; or (b) replace such Affected Lender or Defaulting Lender, as applicable, reasonably determined by designating an Eligible Assignee that is willing to acquire such Advances and assume such Commitmentit; provided that in connection with any substitution pursuant to clause (d) above, (i) such replacement substitution does not conflict with any requirement of applicable law, rule or regulation and (ii) no Event of Default pursuant to Section 6.1(a), Section 6.1(g) or Section 6.1(h) shall have occurred and be continuing at the time of such replacementsubstitution; provided further that, (iii) in connection with any substitution pursuant to this Section, the Borrower shall repay (substitute or the replacement Lender substitutes shall purchase, at par) , all Advances, accrued interest, fees Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.13 if any Eurodollar Rate Advance owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 7.05 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacementsubstitution.

Appears in 1 contract

Samples: Credit Agreement (Norfolk Southern Corp)

Substitution of Lenders. Upon If (a) 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 receipt obligation of any Lender to make Eurodollar-based Advances has been suspended pursuant to Section 11.3 or 11.4, (c) any Lender has demanded compensation under Section 3.4(d), 11.5 or 11.6 or (d) any Lender has not approved an amendment, waiver or other modification of this Agreement, if such amendment or waiver has been approved by the Borrower from any Required Lenders and the consent of such Lender is required (in each case, an “Affected Lender”) ), then Agent or the Company shall have the right to make written demand on the Affected Lender (with a copy to the Company in the case of a claim under Sections 2.16demand by Agent or with a copy to Agent in the case of a demand by the Company) to assign and the Affected Lender shall assign, 2.17 or notice of illegality under Section 2.18 or if any Lender (a “Defaulting Lender”) defaults in its obligation to fund Advances hereunder, the Borrower may: (a) request one or more of the other Lenders to acquire and assume all or part of the Advances and Commitment of such Affected Lender or Defaulting Lender, as applicable; or (b) replace such Affected Lender or Defaulting Lender, as applicable, by designating an Eligible Assignee financial institutions that is willing to acquire such Advances and assume such Commitment; provided that (i) such replacement does not conflict with any requirement of law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement Lender shall purchase, at par) all Advances, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.13 if any Eurodollar Rate Advance owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replaced Lender shall be obligated to make such replacement in accordance comply with the provisions of Section 7.05 14.8 hereof (provided that the Borrower “Purchasing Lender” or replacement Lender shall be obligated “Purchasing Lenders”) to pay purchase the registration Advances of the Revolving Credit and processing fee) and (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17Swing Line, as the case may be, of such Affected Lender (including, without limitation, its participating interests in outstanding Swing Line Advances and Letters of Credit) and assume the commitment of the Affected Lender to extend credit under the Revolving Credit (including without limitation its obligation to purchase participation interests in Swing Line Advances and Letters of Credit) under this Agreement. The Affected Lender shall be obligated to sell its Advances of the Revolving Credit and the 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 participation interests in Swing Line Advances and Letters of Credit) to such Purchasing Lender or Purchasing Lenders within ten (10) days after receiving notice from the Company requiring it to do so, at an aggregate price equal to the extent outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such additional amounts were incurred on or prior sale, and as a condition thereof, the Company shall pay to the consummation Affected Lender all fees accrued for its account hereunder to but excluding the date of such replacementsale, 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 Company or the applicable Permitted Borrower 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, 11.6, 11.7, 11.6 and 11.7 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 released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of Lenders, the Affected Lender, as assignor, such Purchasing Lender, as assignee, the Company and the Permitted Borrowers and Agent, shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment pursuant to this Section 14.2, the Company and the Permitted Borrower or the Purchasing Lender shall pay to Agent the administrative fee for processing such assignment referred to in Section 14.8.

Appears in 1 contract

Samples: Credit Agreement (Vishay Intertechnology Inc)