Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,000, (b) any Lender delivers a notice described in Section 4.2, or (c) the Borrowers are required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 in an aggregate amount in excess of $100,000, the Borrowers may, at their sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.2), all of its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.1, 4.2 and 4.3), (iv) such assignment is consummated within ninety (90) days after the date on which the Borrowers’ right under this Section arises, and (v) such assignee is reasonably acceptable to the Agent; provided further that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 4.2 or 4.3 or demand for additional amounts under Section 4.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.1, 4.2 or 4.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder.
Appears in 2 contracts
Sources: Credit Agreement (PSS World Medical Inc), Credit Agreement (PSS World Medical Inc)
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0005.3, (b) any Lender delivers a notice described in Section 4.25.2, or (c) the Borrowers are any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 5.1, or (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in an aggregate amount the business in excess of $100,000which the Borrowers are engaged, the Borrowers may, at their sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.212.2), all of its interests, rights and obligations under this Agreement the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.15.1, 4.2 5.2, 5.3 and 4.35.4), (iv) such assignment is consummated within ninety (90) 180 days after the date on which the Borrowers’ right under this Section arises, and (v) such assignee is reasonably acceptable to if the consent of the Agent, any Issuing Bank or any Canadian Funding Bank is required pursuant to Section 12.2, such consents are obtained; provided further that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 4.2 5.2 or 4.3 5.3 or demand for additional amounts under Section 4.15.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.15.1, 4.2 5.2 or 4.35.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced Lender does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.
Appears in 2 contracts
Sources: Credit Agreement (United Rentals North America Inc), Credit Agreement (United Rentals Inc /De)
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0003.6, (b) any Lender delivers a notice described in Section 4.2, 3.8 or (c) the Borrowers are Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 in an aggregate amount in excess of $100,0003.10, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 11.2(a10.3(b)), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.210.3(b)), all of its interests, rights and obligations under this Amended Agreement to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (iA) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (iiB) no Event of Default shall have occurred and be continuing, continuing and (iiiC) the Borrowers Borrower or such assignee shall have paid to such the affected Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, respectively, plus all fees Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.1Section 3.6, 4.2 3.10 and 4.3Section 3.11), (iv) such assignment is consummated within ninety (90) days after the date on which the Borrowers’ right under this Section arises, and (v) such assignee is reasonably acceptable to the Agent; provided further that if prior to any such assignment the circumstances or event that resulted in such Lender’s 's request or notice under Section 4.2 3.6 or 4.3 3.8 or demand for additional amounts under Section 4.13.10, as the case may be, shall cease to exist or become inapplicable for any reason, reason or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.13.6, 4.2 3.8 or 4.33.10, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder.
Appears in 1 contract
Sources: Credit Agreement (Isg Resources Inc)
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0005.3, (b) any Lender delivers a notice described in Section 4.25.2, or (c) the Borrowers are any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 5.1 or (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in an aggregate amount the business in excess of $100,000which the Borrowers are engaged, the Borrowers may, at their sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.212.2), all of its interests, rights and obligations under this Agreement the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.15.1, 4.2 5.2, 5.3 and 4.35.4), (iv) such assignment is consummated within ninety (90) 180 days after the date on which the Borrowers’ right under this Section arises, and (v) such assignee is reasonably acceptable to if the consent of the Agent, any Letter of Credit Issuer, the U.S. Swingline Lender or the Canadian Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided further that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 4.2 5.2 or 4.3 5.3 or demand for additional amounts under Section 4.15.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.15.1, 4.2 5.2 or 4.35.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced Lender does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.
Appears in 1 contract
Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 4.3 in an aggregate amount in excess of $100,000, (b) any Lender delivers a notice described in Section 4.22.13 or 2.14, or (c) the Borrowers are Borrower shall be required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 4.1 in an aggregate amount in excess of $100,0002.19, the Borrowers mayBorrower shall have the right, at their sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a))its own expense, upon notice to such Lender and the Agent, require the
(i) a similar assignment by such Lender to transfer and assign, without recourse (in accordance with and subject to be made under the restrictions contained in Section 11.2), Existing Credit Agreement of all of its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such assigned obligations the Existing Credit Agreement, (which assignee may be another Lender, if a Lender accepts such assignment), provided that (iii) no such assignment shall not conflict with any law, rule or rule, regulation or order of any court or other Governmental Authority having jurisdiction, (ii) no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee Borrower shall have paid pay to such the affected Lender (and shall take the same actions under the Existing Credit Agreement) in immediately available funds an on the date of such assignment the entire amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in Letter of such Lender, plus Credit Disbursements made by it hereunder and all fees and other amounts accrued for the its account of such Lender hereunder (including any amounts under Sections 4.1, 4.2 and 4.3), (iv) such assignment is consummated within ninety (90) days after the date on which the Borrowers’ right under this Section arises, and (v) such assignee is reasonably acceptable or owed to the Agentit hereunder; provided further that if prior to any such assignment the circumstances or event that resulted in such Lender’s request 's notice or notice certificate under Section 4.2 2.13 or 4.3 2.14 or demand for additional amounts under Section 4.12.19, as the case may be, shall cease to exist or become inapplicable for any reason, reason or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.12.13, 4.2 2.14 or 4.32,19, as the case may be, then such Lender shall not thereafter be required to make any such assignment hereunderhereunder or under the Existing Credit Agreement.
Appears in 1 contract
Sources: Parity Debt Credit Agreement (Star Gas Partners Lp)
Assignment of Commitments Under Certain Circumstances. In the event (a) In an event (i) any Lender requests delivers a certificate requesting compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0003.04, (bii) any Lender delivers a notice described in Section 4.23.02, or (ciii) the Borrowers are Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 in an aggregate amount in excess of $100,0003.01, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 11.2(a10.04(b)), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.210.04), all of its interests, rights and obligations under this Agreement to an Eligible Assignee assignee that shall assume such assigned obligations (which assignee may be another Lender, if a such Lender accepts such the assignment), ; provided that (ix) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (iiy) no Event of Default Borrower shall have occurred received the prior written consent of Administrative Agent (and, if a Revolving Loan Commitment is being assigned, of Issuing Lender and Swing Line Lender), which consent shall not be continuingunreasonably withheld, and (iiiz) the Borrowers Borrower or such assignee shall have paid to such the affected Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus Lender and all fees and other amounts accrued for the account of such Lender payable to it hereunder (including any amounts under Sections 4.1, 4.2 3.02 and 4.33.04), (iv) such assignment is consummated within ninety (90) days after the date on which the Borrowers’ right under this Section arises, and (v) such assignee is reasonably acceptable to the Agent; provided further that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 4.2 or 4.3 or demand for additional amounts under Section 4.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.1, 4.2 or 4.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder.
Appears in 1 contract
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0005.3, (b) any Lender delivers a notice described in Section 4.25.2, or (c) the Borrowers are Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 in an aggregate amount in excess of $100,0005.1, (d) [reserved] or (e) any Lender is a Defaulting Lender, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.212.2), all of its interests, rights and obligations under this Agreement the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that (i) such assignment shall not conflict with any law, rule or regulation Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.15.1, 4.2 5.2, 5.3 and 4.35.4), (iv) such assignment is consummated within ninety (90) 180 days after the date on which the Borrowers’ Borrower’s right under this Section 5.8 arises, in the case of any such assignment resulting from payments required to be made pursuant to Section 5.1, such assignment will result in a reduction in such payments thereafter and (v) such assignee is reasonably acceptable to if the consent of the Agent, any Letter of Credit Issuer or the Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided further provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 4.2 5.2 or 4.3 5.3 or demand for additional amounts under Section 4.15.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.15.1, 4.2 5.2 or 4.35.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.
Appears in 1 contract
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0005.3, (b) any Lender delivers a notice described in Section 4.25.2, or (c) the Borrowers are Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 in an aggregate amount in excess of $100,0005.1, (d) [reserved] or (e) any Lender is a Defaulting Lender, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.212.2), all of its interests, rights and obligations under this Agreement the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that (i) such assignment shall not conflict with any law, rule or regulation Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.15.1, 4.2 5.2, 5.3 and 4.35.4), (iv) such assignment is consummated within ninety (90) 180 days after the date on which the Borrowers’ Borrower’s right under this Section 5.8 arises, in the case of any such assignment resulting from payments required to be made pursuant to Section 5.1, such assignment will result in a reduction in such payments thereafter and (v) such assignee is reasonably acceptable to if the consent of the Agent, any Letter of Credit Issuer or the Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided further provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender▇▇▇▇▇▇’s request or notice under Section 4.2 5.2 or 4.3 5.3 or demand for additional amounts under Section 4.15.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.15.1, 4.2 5.2 or 4.35.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.
Appears in 1 contract
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0005.3, (biii) any Lender delivers a notice described in Section 4.25.2, or (civ) the Borrowers are any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 5.1, v) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, (e) any amount payable under the Loans Documents by a French Borrower becomes not deductible from such French Borrower’s taxable income for French tax purposes by reason of that amount being paid or accrued to a French Swingline Lender incorporated, domiciled or established in a Non-Cooperative Jurisdiction or (f) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an aggregate amount in excess of $100,000Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.212.2), all of its interests, rights and obligations under this Agreement the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i1) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii2) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.1, 4.2 and 4.3), (iv) such assignment is consummated within ninety (90) days after the date on which the Borrowers’ right under this Section arises, and (v) such assignee is reasonably acceptable to the Agent; provided further that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 4.2 or 4.3 or demand for additional amounts under Section 4.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.1, 4.2 or 4.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder.129 [[5848018]][[DMS:6312716v7:05/07/2024--04:04 PM]] 4861-2153-1574 v.2
Appears in 1 contract
Sources: Credit Agreement (United Rentals North America Inc)
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0005.3, (b) any Lender delivers a notice described in Section 4.25.2, or (c) the Borrowers are any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 5.1 or (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in an aggregate amount the business in excess of $100,000which the Borrower is engaged, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a13.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.213.2), all of its interests, rights and obligations under this Agreement the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Term Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.15.1, 4.2 5.2, 5.3 and 4.35.4), (iv) such assignment is consummated within ninety (90) 180 days after the date on which the Borrowers’ Borrower’s right under this Section arises, and (v) if the consent of the Agent is required pursuant to Section 13.2, such assignee is reasonably acceptable to the Agentconsents are obtained; provided further provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 4.2 5.2 or 4.3 5.3 or demand for additional amounts under Section 4.15.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.15.1, 4.2 5.2 or 4.35.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced Lender does not execute an Assignment and Acceptance pursuant to Section 13.2 within two (2) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.9 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.9, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.9, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 13.2, the Agent, shall be effective for purposes of this Section 5.9 and Section 13.2.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (United Rentals North America Inc)
Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,000, (b) any Lender delivers a notice described in Section 4.2, or (c) the Borrowers are Borrower shall be required to pay make additional amounts payments to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 4.1 in 3.4 (each, an aggregate amount in excess of $100,000"Increased Cost Lender") then, the Borrowers may, at their sole expense and effort (including with respect to each such Increased Cost Lender (the processing fee referred to in Section 11.2(a"Terminated Lender")), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Agent, require to replace such Terminated Lender with (x) another Lender or (y) an assignee (in accordance with and subject to the restrictions contained in Section 10.2), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 11.2), 10.2) all of its interests, rights and obligations under this Agreement to an Eligible Assignee such other Lender or assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) no Event of Default the affected Terminated Lender shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have been paid to such Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus all fees Terminated Lender and any other amounts accrued for the account of required to be paid by any Loan Party to such Terminated Lender hereunder under this Agreement (including any amounts required to be paid under Sections 4.1, 4.2 and 4.3), (iv) such assignment is consummated within ninety (90) days after the date on which the Borrowers’ right under this Section arises, and (v) such assignee is reasonably acceptable 3.4.with respect to the Agent; provided further that if prior to any such assignment the circumstances payments described in this clause (ii) or event that resulted in such Lender’s request or notice under Section 4.2 or 4.3 or demand for additional amounts under Section 4.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.1, 4.2 or 4.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunderotherwise).
Appears in 1 contract
Sources: Credit Agreement (Spirit AeroSystems Holdings, Inc.)
Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 4.3 in an aggregate amount in excess of $100,000, (b) any Lender delivers a notice described in Section 4.22.13 or 2.14, or (c) the Borrowers are Borrower shall be required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 4.1 in an aggregate amount in excess of $100,0002.19, the Borrowers mayBorrower shall have the right, at their sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a))its own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained provisions set forth in Section 11.29.04, including clause (v) of the proviso to Section 9.04(b), ) all of its interests, rights and obligations under this Agreement to an Eligible Assignee that another financial institution designated by the Borrower which shall assume such assigned obligations (which assignee may be another Lenderobligations; provided, if a Lender accepts such assignment), provided that (i) a similar assignment by such Lender be made under the Working Capital and Acquisition Facility Credit Agreement of all its interests, rights and obligations under the Working Capital and Acquisition Facility Credit Agreement, (ii) no such assignment shall not conflict with any law, rule or rule, regulation or order of any court or other Governmental Authority having jurisdiction, (ii) no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee Borrower shall have paid pay to such the affected Lender (and shall take the same actions under the Working Capital and Acquisition Facility Credit Agreement) in immediately available funds an on the date of such assignment the entire amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in Letter of such Lender, plus Credit Disbursements made by it hereunder and all fees and other amounts accrued for the its account of such Lender hereunder (including any amounts under Sections 4.1or owed to it hereunder; provided, 4.2 and 4.3)further, (iv) such assignment is consummated within ninety (90) days after the date on which the Borrowers’ right under this Section arises, and (v) such assignee is reasonably acceptable to the Agent; provided further that if prior to any such assignment the circumstances or event that resulted in such Lender’s request 's notice or notice certificate under Section 4.2 2.13 or 4.3 2.14 or demand for additional amounts under Section 4.12.19, as the case may be, shall cease to exist or become inapplicable for any reason, reason or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.12.13, 4.2 2.14 or 4.32,19, as the case may be, then such Lender shall not thereafter be required to make any such assignment hereunderhereunder or under the Working Capital and Acquisition Facility Credit Agreement.
Appears in 1 contract
Sources: Parity Debt Credit Agreement (Star Gas Partners Lp)
Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender requests compensation shall have delivered a certificate pursuant to Section 4.3 in an aggregate amount in excess of $100,0002.9 or 2.11 indicating any additional amounts owed by the Borrower, (b) the Borrower shall be required to pay any Lender delivers a notice described in additional amounts pursuant to Section 4.22.7(e), or (c) the Borrowers are required to pay additional amounts to any Lender fails to approve an amendment or waiver of any provision of this Agreement or any Governmental Authority on account of any Lender pursuant to Section 4.1 in an aggregate amount in excess of $100,000other Credit Document requested by the Borrower, the Borrowers mayBorrower shall have the right (unless such Lender shall have eliminated the circumstance giving rise to the additional amount owed by the Borrower or otherwise waived receipt of such additional amount), at their sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a))its own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 11.2), 10.3) all of its interests, rights and obligations under this Agreement and the other Credit Documents to another financial institution (which must be an Eligible Assignee that Assignee) which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), obligations; provided that (i) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdictionto which such Lender is subject, (ii) no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid pay to such the affected Lender in immediately available funds an amount equal to on the sum date of 100% of such termination or assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such LenderLender hereunder, plus and (iii) the Borrower shall pay to the affected Lender in immediately available funds all other fees and other amounts accrued for owing to such affected Lender, including without limitation the account of such Lender hereunder (including any additional amounts under owed pursuant to Sections 4.1, 4.2 and 4.32.7(e), (iv) such assignment is consummated within ninety (90) days after the date on which the Borrowers’ right under this Section arises2.9 or 2.11, and (v) such assignee is reasonably acceptable to the Agent; provided further that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 4.2 or 4.3 or demand for additional amounts under Section 4.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.1, 4.2 or 4.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunderany.
Appears in 1 contract
Sources: Revolving Credit Agreement (McDermott International Inc)
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0005.3, (b) any Lender delivers a notice described in Section 4.25.2, or (c) the Borrowers are any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 5.1 or (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in an aggregate amount the business in excess of $100,000which the Borrower is engaged, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a13.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.213.2), all of its interests, rights and obligations under this Agreement the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Term Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.15.1, 4.2 5.2, 5.3 and 4.35.4), (iv) such assignment is consummated within ninety (90) 180 days after the date on which the Borrowers’ Borrower’s right under this Section arises, and (v) if the consent of the Agent is required pursuant to Section 13.2, such assignee is reasonably acceptable to the Agentconsents are obtained; provided further provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 4.2 5.2 or 4.3 5.3 or demand for additional amounts under Section 4.15.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.15.1, 4.2 5.2 or 4.35.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced Lende▇ ▇▇▇▇ not execute an Assignment and Acceptance pursuant to Section 13.2 within two (2) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.9 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.9, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.9, to execute such an Assignment and Acceptance on behalf of such replaced Lende▇, ▇▇▇ any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 13.2, the Agent, shall be effective for purposes of this Section 5.9 and Section 13.2.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (United Rentals North America Inc)
Assignment of Commitments Under Certain Circumstances. In the event ----------------------------------------------------- (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0003.6, (b) any Lender delivers a notice described in Section 4.2, 3.8 or (c) the Borrowers are Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 in an aggregate amount in excess of $100,0003.10, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 11.2(a)10.3), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.210.3), all of its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (iA) such assignment shall not -------- conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (iiB) no Event of Default shall have occurred and be continuing, continuing and (iiiC) the Borrowers Borrower or such assignee shall have paid to such the Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, respectively, plus all fees Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.1Section 3.6, 4.2 3.10 and 4.3Section 3.11), (iv) such assignment is consummated within ninety (90) days after the date on which the Borrowers’ right under this Section arises, and (v) such assignee is reasonably acceptable to the Agent; provided further that if prior to any such -------- ------- assignment the circumstances or event that resulted in such Lender’s 's request or notice under Section 4.2 3.6 or 4.3 3.8 or demand for additional amounts under Section 4.13.10, as the case may be, shall cease to exist or become inapplicable for any reason, reason or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.13.6, 4.2 3.8 or 4.33.10, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder.
Appears in 1 contract
Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 4.3 in an aggregate amount in excess of $100,000, (b) any Lender delivers a notice described in 2.13 or Section 4.22.14, or (c) the Borrowers are Borrower shall be required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 4.1 in an aggregate amount in excess of $100,0002.19, the Borrowers mayBorrower shall have the right, at their sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a))its own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained provisions set forth in Section 11.29.04, including clause (v) of the proviso to Section 9.04(b), ) all of its interests, rights and obligations under this Agreement to an Eligible Assignee that another financial institution designated by the Borrower which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), obligations; provided that (i) in the case of an assignment under Facility B, a similar assignment by such Lender be made under the Parity Debt Credit Agreement of all of its interests, rights and obligations under the Parity Debt Credit Agreement, (ii) no such assignment shall not conflict with any law, rule or rule, regulation or order of any court or other Governmental Authority having jurisdiction, (ii) no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee Borrower shall have paid pay to such the affected Lender (and, in the case of assignments under Facility B, shall take the same actions under the Parity Debt Credit Agreement) in immediately available funds an on the date of such assignment the entire amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in Letter of such Lender, plus Credit Disbursements made by it hereunder and all fees and other amounts accrued for the its account of such Lender hereunder (including any amounts under Sections 4.1or owed to it hereunder; provided, 4.2 and 4.3)further, (iv) such assignment is consummated within ninety (90) days after the date on which the Borrowers’ right under this Section arises, and (v) such assignee is reasonably acceptable to the Agent; provided further that if prior to any such assignment the circumstances or event that resulted in such Lender’s request 's notice or notice certificate under Section 4.2 2.13 or 4.3 Section 2.14 or demand for additional amounts under Section 4.12.19, as the case may be, shall cease to exist or become inapplicable for any reason, reason or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.12.13, 4.2 Section 2.14 or 4.3Section 2.19, as the case may be, then such Lender shall not thereafter be required to make any such assignment hereunder, or in the case of assignments under Facility B, under the Parity Debt Credit Agreement.
Appears in 1 contract
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0005.3, (b) any Lender delivers a notice described in Section 4.25.2, or (c) the Borrowers are any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in an aggregate amount the business in excess of $100,000which the Borrower is engaged or (e) any Lender is a Defaulting Lender, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.212.2), all of its interests, rights and obligations under this Agreement the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that (i) such assignment shall not conflict with any law, rule or regulation Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.15.1, 4.2 5.2, 5.3 and 4.35.4), (iv) such assignment is consummated within ninety (90) 180 days after the date on which the Borrowers’ Borrower’s right under this Section 5.8 arises, and (v) such assignee is reasonably acceptable to if the consent of the Agent, any Letter of Credit Issuer or the Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided further provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 4.2 5.2 or 4.3 5.3 or demand for additional amounts under Section 4.15.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.15.1, 4.2 5.2 or 4.35.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced Lender does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.
Appears in 1 contract
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0005.3, (b) any Lender delivers a notice described in Section 4.25.2, or (c) the Borrowers are Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in an aggregate amount the business in excess of $100,000which the Borrower is engaged or (e) any Lender is a Defaulting Lender, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.212.2), all of its interests, rights and obligations under this Agreement the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that (i) such assignment shall not conflict with any law, rule or regulation Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.13.4, 4.2 4.2, 5.1, 5.2, 5.3 and 4.35.4), (iv) such assignment is consummated within ninety (90) 180 days after the date on which the Borrowers’ Borrower’s right under this Section 5.8 arises, and (v) if the consent of the Agent is required pursuant to Section 12.2, such assignee is reasonably acceptable to the Agentconsents are obtained; provided further provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender▇▇▇▇▇▇’s request or notice under Section 4.2 5.2 or 4.3 5.3 or demand for additional amounts under Section 4.15.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.15.1, 4.2 5.2 or 4.35.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.
Appears in 1 contract
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0005.3, (b) any Lender delivers a notice described in Section 4.25.2, or (c) the Borrowers are any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 5.1 and such Lender has declined or is unable to designate a different Lending Office in accordance with Section 5.10(a), (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, (e) any amount payable under the Loans Documents by a European Borrower becomes not deductible from such French Borrower’s taxable income for French tax purposes by reason of that amount being paid or accrued to a European Swingline Lender incorporated, domiciled or established in a Non-Cooperative Jurisdiction or (f) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an aggregate amount in excess of $100,000Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.212.2), all of its interests, rights and obligations under this Agreement the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.15.1, 4.2 5.2, 5.3 and 4.35.4), (iv) such assignment is consummated within ninety (90) 180 days after the date on which the Borrowers’ right under this Section 5.9 arises, and (v) such assignee is reasonably acceptable to if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided further provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 4.2 5.2 or 4.3 or 5.3, demand for additional amounts under Section 4.15.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7 or the Borrowers’ right to replace any European Swingline Lender under clause (e) above, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.11.7, 4.2 5.1, 5.2 or 4.35.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.9 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.9, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.9, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.9 and Section 12.2.
Appears in 1 contract
Sources: Credit Agreement (United Rentals North America Inc)
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0005.3, (b) any Lender delivers a notice described in Section 4.25.2, or (c) the Borrowers are any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, (e) any amount payable under the Loans Documents by a French Borrower becomes not deductible from such French Borrower’s taxable income for French tax purposes by reason of that amount being paid or accrued to a French Swingline Lender incorporated, domiciled or established in a Non-Cooperative Jurisdiction or (f) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an aggregate amount in excess of $100,000Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.212.2), all of its interests, rights and obligations under this Agreement the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.15.1, 4.2 5.2, 5.3 and 4.35.4), (iv) such assignment is consummated within ninety (90) 180 days after the date on which the Borrowers’ right under this Section 5.9 arises, and (v) such assignee is reasonably acceptable to if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided further provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 4.2 or 4.3 or demand for additional amounts under Section 4.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.1, 4.2 or 4.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder.under
Appears in 1 contract
Sources: Credit Agreement (United Rentals North America Inc)
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0005.3, (b) any Lender delivers a notice described in Section 4.25.2, or (c) the Borrowers are any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in an aggregate amount the business in excess of $100,000which the Borrower are engaged or (e) any Lender is a Defaulting Lender, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.212.2), all of its interests, rights and obligations under this Agreement the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that (i) such assignment shall not conflict with any law, rule or regulation Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.15.1, 4.2 5.2, 5.3 and 4.35.4), (iv) such assignment is consummated within ninety (90) 180 days after the date on which the Borrowers’ Borrower’s right under this Section arises, and (v) such assignee is reasonably acceptable to if the consent of the Agent, any Letter of Credit Issuer or the Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided further provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 4.2 5.2 or 4.3 5.3 or demand for additional amounts under Section 4.15.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.15.1, 4.2 5.2 or 4.35.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced Lender does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.
Appears in 1 contract
Assignment of Commitments Under Certain Circumstances. In the event at any time after the Closing Date (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0003.06, (b) any Lender delivers a notice described in Section 4.2, 3.08 or (c) the Borrowers are Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 in an aggregate amount in excess of $100,0003.10, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 11.2(a)10.03), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.210.03), all of its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that (iA) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (iiB) no Event of Default shall have occurred and be continuing, continuing and (iiiC) the Borrowers Borrower or such assignee shall have paid to such the affected Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, respectively, plus all fees Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.1Section 3.06, 4.2 3.10 and 4.3Section 3.11), (iv) such assignment is consummated within ninety (90) days after the date on which the Borrowers’ right under this Section arises, and (v) such assignee is reasonably acceptable to the Agent; provided further that if prior to any such assignment the circumstances or event that resulted in such Lender’s 's request or notice under Section 4.2 3.06 or 4.3 3.08 or demand for additional amounts under Section 4.13.10, as the case may be, shall cease to exist or become inapplicable for any reason, reason or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.13.06, 4.2 3.08 or 4.33.10, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder.
Appears in 1 contract
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0003.6, (b) any Lender delivers a notice described in Section 4.2, 3.8 or (c) the Borrowers are Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 in an aggregate amount in excess of $100,0003.10, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 11.2(a10.3(b)), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.210.3(b)), all of its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided PROVIDED that (iA) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (iiB) no Event of Default shall have occurred and be continuing, continuing and (iiiC) the Borrowers Borrower or such assignee shall have paid to such the affected Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, respectively, plus all fees Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.1Section 3.6, 4.2 3.10 and 4.3Section 3.11), (iv) such assignment is consummated within ninety (90) days after the date on which the Borrowers’ right under this Section arises, and (v) such assignee is reasonably acceptable to the Agent; provided further PROVIDED FURTHER that if prior to any such assignment the circumstances or event that resulted in such Lender’s 's request or notice under Section 4.2 3.6 or 4.3 3.8 or demand for additional amounts under Section 4.13.10, as the case may be, shall cease to exist or become inapplicable for any reason, reason or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.13.6, 4.2 3.8 or 4.33.10, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder.
Appears in 1 contract
Sources: Credit Agreement (Flo Fill Co Inc)
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0005.3, (b) any Lender delivers a notice described in Section 4.25.2, or (c) the Borrowers are any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 5.1 or (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in an aggregate amount the business in excess of $100,000which the Borrowers are engaged, the Borrowers may, at their sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.212.2), all of its interests, rights and obligations under this Agreement the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.15.1, 4.2 5.2, 5.3 and 4.35.4), (iv) such assignment is consummated within ninety (90) 180 days after the date on which the Borrowers’ right under this Section arises, and (v) such assignee is reasonably acceptable to if the consent of the Agent, any Letter of Credit Issuer, the U.S. Swingline Lender or the Canadian Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided further provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 4.2 5.2 or 4.3 5.3 or demand for additional amounts under Section 4.15.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.15.1, 4.2 5.2 or 4.35.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced Lender does not execute an Assignment and Acceptance pursuant to Section 12.2 within two (2) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.
Appears in 1 contract
Sources: Credit Agreement (United Rentals North America Inc)
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0005.3, (b) any Lender delivers a notice described in Section 4.25.2, or (c) the Borrowers are any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 5.1 or (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in an aggregate amount the business in excess of $100,000which the Borrower is engaged, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a13.2(a)), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.213.2), all of its interests, rights and obligations under this Agreement the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Term Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.15.1, 4.2 5.2, 5.3 and 4.35.4), (iv) such assignment is consummated within ninety (90) 180 days after the date on which the Borrowers’ Borrower’s right under this Section arises, and (v) if the consent of the Administrative Agent is required pursuant to Section 13.2, such assignee is reasonably acceptable to the Agentconsents are obtained; provided further provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 4.2 5.2 or 4.3 5.3 or demand for additional amounts under Section 4.15.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.15.1, 4.2 5.2 or 4.35.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced Lender does not execute an Assignment and Acceptance pursuant to Section 13.2 within two (2) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.9 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.9, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.9, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 13.2, the Administrative Agent, shall be effective for purposes of this Section 5.9 and Section 13.2.
Appears in 1 contract
Sources: Credit Agreement (Herc Holdings Inc)
Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 4.3 in an aggregate amount in excess of $100,0002.12 or 2.13, (b) any Lender delivers a notice described in Section 4.2, or (c) the Borrowers are shall be required to pay additional amounts to any Lender under Section 2.18 or any Governmental Authority on account (c) a proposed extension shall have been approved by the Consenting Lenders but a Dissenting Lender shall have given or be deemed to have given notice to the Agent of any Lender pursuant to Section 4.1 in an aggregate amount in excess of $100,000its objection thereto, the Borrowers mayshall have the right, at their sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a))own expense, upon notice to such Lender and the Agent, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained provisions set forth in Section 11.2), 9.04) all of its interests, rights and obligations under this Amended Agreement to an Eligible Assignee that another financial institution identified by the Borrowers and reasonably acceptable to the Agent, and such financial institution shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided obligations; PROVIDED that (i) no such assignment shall not conflict with any law, rule or rule, regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) no Event of Default shall have occurred and be continuing, (iii) the Borrowers shall pay or such assignee shall have cause to be paid to such the affected Lender in immediately available funds an amount equal to on the sum date of such assignment 100% of the aggregate amount of principal of and interest accrued to the date of such payment on the outstanding Loans and participations in the Letter of such Lender, plus Credit Disbursements made by it hereunder and all fees and other amounts accrued for its account or owed to it hereunder; PROVIDED FURTHER that, in the account case of such Lender hereunder the circumstances or event referred to in clauses (including any amounts under Sections 4.1, 4.2 and 4.3), (iva) such assignment is consummated within ninety (90) days after the date on which the Borrowers’ right under this Section arises, and (vb) such assignee is reasonably acceptable to the Agent; provided further that above, if prior to any such assignment the circumstances or event that resulted in such Lender’s request 's notice or notice certificate under Section 4.2 2.12 or 4.3 2.13 or demand for additional amounts under Section 4.12.18, as the case may be, shall cease to exist or become inapplicable for any reason, reason or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.12.12, 4.2 2.13 or 4.32.18, as the case may be, then such Lender shall not thereafter be required to make any such assignment hereunder.
Appears in 1 contract
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,0005.3, (bii) any Lender delivers a notice described in Section 4.25.2, or (ciii) the Borrowers are any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 5.1 or iv) any Lender is, or becomes an Affiliate of a Person that is, engaged in an aggregate amount the business in excess of $100,000which the Borrower is engaged, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a13.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.213.2), all of its interests, rights and obligations under this Agreement the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i1) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii2) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii3) the Borrowers Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Term Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.15.1, 4.2 5.2, 5.3 and 4.35.4), (iv4) such assignment is consummated within ninety (90) 180 days after the date on which the Borrowers’ Borrower’s right under this Section arises, and (v5) if the consent of the Agent is required pursuant to Section 13.2, such assignee is reasonably acceptable to the Agentconsents are obtained; provided further provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender▇▇▇▇▇▇’s request or notice under Section 4.2 5.2 or 4.3 5.3 or demand for additional amounts under Section 4.15.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.15.1, 4.2 5.2 or 4.35.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder.. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 13.2 within two (2) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.9 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.9, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.9, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 13.2, the Agent, shall be effective for purposes of this Section 5.9 and Section 13.2. ARTICLE VI
Appears in 1 contract
Sources: Credit and Guaranty Agreement (United Rentals North America Inc)
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 4.3 in an aggregate amount in excess of $100,000, (b) any Lender delivers a notice described in Section 4.2, or (c) the Borrowers are required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 4.1 in an aggregate amount in excess of $100,000, the Borrowers may, at their sole expense and effort (including with respect to the processing fee referred to in Section 11.2(a12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.212.2), all of its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 4.1, 4.2 and 4.3), (iv) such assignment is consummated within ninety (90) days after the date on which the Borrowers’ right under this Section arises, and (v) such assignee is reasonably acceptable to the Agent; provided further that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 4.2 or 4.3 or demand for additional amounts under Section 4.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 4.1, 4.2 or 4.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder.
Appears in 1 contract
Sources: Credit and Security Agreement (PSS World Medical Inc)