Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 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, or (e) 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 Alternative 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 12.2(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 12.2), all of its interests, rights and obligations under 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 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) 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, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, 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 1.7, 5.1, 5.2 or 5.3, 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 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, 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 5.10 and Section 12.2.
Appears in 2 contracts
Sources: Credit Agreement (Herc Holdings Inc), Credit Agreement (Herc Holdings Inc)
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, 5.1 or (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are Borrower is engaged, or (e) 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 Alternative Currency approved pursuant to Section 1.7, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(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 12.213.2), all of its interests, rights and obligations under 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 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ Borrower’s right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender Agent is required pursuant to Section 12.213.2, 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 5.2 or 5.3, 5.3 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.75.1, 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 1.7, 5.1, 5.2 or 5.3, 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 13.2 within two (2) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 5.9 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.105.9, the Borrowers Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.105.9, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the BorrowersBorrower, the replacement Lender and, to the extent required pursuant to Section 12.213.2, the Agent Agent, shall be effective for purposes of this Section 5.10 5.9 and Section 12.213.2.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (United Rentals North America Inc), 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 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 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 (ef) 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 Alternative 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 12.2(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 12.2), all of its interests, rights and obligations under 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 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 5.9 arises, and (v) 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, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.71.7 or the Borrowers’ right to replace any French 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 1.7, 5.1, 5.2 or 5.3, 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 5.10 5.9 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.105.9, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.105.9, 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 5.10 5.9 and Section 12.2.
Appears in 2 contracts
Sources: Credit Agreement (United Rentals North America Inc), Credit Agreement (United Rentals North America Inc)
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.34.3 in an aggregate amount in excess of $100,000, (b) any Lender delivers a notice described in Section 5.24.2, or (c) any Obligor is the Borrowers are required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 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, or (e) 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 4.1 in an Alternative Currency approved pursuant to Section 1.7aggregate 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 12.2(a11.2(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 12.211.2), all of its interests, rights and obligations under the Loan Documents 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) 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 5.14.1, 5.2, 5.3 4.2 and 5.44.3), (iv) such assignment is consummated within 180 ninety (90) days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of such assignee is reasonably acceptable to 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 5.2 4.2 or 5.3, 4.3 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.74.1, 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 1.74.1, 5.1, 5.2 4.2 or 5.34.3, 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 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, 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 5.10 and Section 12.2.
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) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.13(b), (b) any Lender delivers a notice described in Section 5.22.15 or 2.16, (c) any Obligor is or the Borrowers 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 5.12.17, (d) any Lender isCCSC shall have the right, or becomes an Affiliate of a Person that is, engaged in but not the business in which the Borrowers are engaged, or (e) 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 Alternative Currency approved pursuant to Section 1.7, the Borrowers mayobligation, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice to such Lender and the Administrative Agent, require to replace such Lender with an assignee (in accordance with and subject to the restrictions contained in Section 10.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 10.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no 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) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) such assignee or 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 assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Lender and participations in LC Disbursements and Swingline Loans held by such Lender hereunder and all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) 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, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request account or notice under Section 5.2 or 5.3owed to it hereunder (including, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7without limitation, 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 1.7, 5.1, 5.2 or 5.3, 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 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligatedFacility Fees), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, 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 5.10 and Section 12.2.
Appears in 2 contracts
Sources: Credit Agreement (Crown Cork & Seal Co Inc), Credit Agreement (Crown Cork & Seal Co 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 5.32.11 or 2.12, (b) or the Borrower shall be required to make additional payments to the Administrative Agent or any Lender delivers a notice described in under Section 5.22.16, (c) any Obligor is required to pay additional amounts to or any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of shall become a Person that is, engaged in the business in which the Borrowers are engaged, or (e) 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 Alternative Currency approved pursuant to Section 1.7Designated Lender, the Borrowers mayBorrower shall have the right, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice to the Administrative Agent and such Lender and the AgentLender, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 8.04) all of its such Lender’s interests, rights and obligations under this Agreement and the Loan other Credit Documents to another financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld. and such approval is not required by the Borrower if an Eligible Assignee that Event of Default has occurred and is continuing), which financial institution shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided that (i) at the time of such assignment no Event of Default and no Unmatured Default shall have occurred and be continuing, (ii) the Borrower shall pay to the assigning Lender all amounts (if any) then due and payable to such Lender under Sections 2.11 and 2.16, (iii) no such assignment shall not conflict with any law, rule or regulation or order of any court governmental authority and (iv) the assignee or other Governmental Authority having jurisdictionthe Borrower, (ii) except in as the case of clause (d) abovemay be, no Event of Default shall have occurred and be continuing, (iii) pay to the Borrowers or such assignee shall have paid to such Lender assignor 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 Advances made by such Lender, plus assignor hereunder and all fees and other amounts accrued for the its account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant owed 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 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, 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 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment it 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 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, 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 5.10 and Section 12.2.
Appears in 2 contracts
Sources: Credit Agreement (Constellation Energy Group Inc), Credit Agreement (Constellation Energy Group Inc)
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.33.6, (b) any Lender delivers a notice described in Section 5.2, 3.8 or (c) any Obligor the Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 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, or (e) 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 Alternative Currency approved pursuant to Section 1.73.10, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 12.2(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 12.210.3(b)), all of its interests, rights and obligations under the Loan Documents 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) except in the case of clause (d) above, 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 5.1Section 3.6, 5.2, 5.3 3.10 and 5.4Section 3.11), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) 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 's request or notice under Section 5.2 3.6 or 5.3, 3.8 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.73.10, 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 1.73.6, 5.1, 5.2 3.8 or 5.33.10, 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 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, 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 5.10 and Section 12.2.
Appears in 1 contract
Sources: Credit Agreement (Isg Resources 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 5.32.13 or 2.14, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is or the Borrower shall be required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 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, or (e) 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 Alternative Currency approved pursuant to Section 1.72.19, the Borrowers mayBorrower shall have the right, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(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 12.29.04, including clause (v) of the proviso to Section 9.04(b)) all its interests, rights and obligations under this Agreement to another financial institution designated by the Borrower which shall assume such obligations; provided, that (i) a similar assignment by such Lender be made under the Working Capital and Acquisition Facility Credit Agreement of all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations Working Capital and Acquisition Facility 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) except in the case of clause (d) above, 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 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant owed to Section 12.2, such consents are obtainedit 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 5.2 2.13 or 5.3, 2.14 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.72.19, 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 1.72.13, 5.1, 5.2 2.14 or 5.32,19, as the case may be, then such Lender shall not thereafter be required to make any such assignment hereunder. In hereunder or under the event that a replaced Lender does not execute an Assignment Working Capital 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 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, 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 5.10 and Section 12.2Acquisition 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 (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, 5.1 or (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) 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 Alternative 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 12.2(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 12.2), all of its interests, rights and obligations under 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 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer Issuer, the U.S. Swingline Lender or any 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 5.2 or 5.3, 5.3 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.75.1, 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 1.7, 5.1, 5.2 or 5.3, 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 5.10 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.105.8, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.105.8, 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 Agent, shall be effective for purposes of this Section 5.10 5.8 and Section 12.2.
Appears in 1 contract
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 5.33.04, (bii) any Lender delivers a notice described in Section 5.23.02, or (ciii) any Obligor Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.13.01, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) 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 Alternative Currency approved pursuant to Section 1.7, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 12.2(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 12.210.04), all of its interests, rights and obligations under the Loan Documents 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) except in the case of clause (d) above, 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 5.1, 5.2, 5.3 3.02 and 5.43.04), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) 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, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, 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 1.7, 5.1, 5.2 or 5.3, 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 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, 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 5.10 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 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, 5.1 or (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) 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 Alternative 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 12.2(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 12.2), all of its interests, rights and obligations under 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 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer Issuer, the U.S. Swingline Lender or any 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 5.2 or 5.3, 5.3 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.75.1, 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 1.7, 5.1, 5.2 or 5.3, 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 5.10 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.105.8, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.105.8, 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 Agent, shall be effective for purposes of this Section 5.10 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 at any time after the Closing Date (a) any Lender requests compensation pursuant to Section 5.33.06, (b) any Lender delivers a notice described in Section 5.2, 3.08 or (c) any Obligor the Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 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, or (e) 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 Alternative Currency approved pursuant to Section 1.73.10, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 12.2(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 12.210.03), all of its interests, rights and obligations under the Loan Documents 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) except in the case of clause (d) above, 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 5.1Section 3.06, 5.2, 5.3 3.10 and 5.4Section 3.11), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) 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 's request or notice under Section 5.2 3.06 or 5.3, 3.08 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.73.10, 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 1.73.06, 5.1, 5.2 3.08 or 5.33.10, 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 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, 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 5.10 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 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 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 (ef) 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 Alternative 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 12.2(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 12.2), all of its interests, rights and obligations under 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 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 5.9 arises, and (v) 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, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, 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 1.7, 5.1, 5.2 or 5.3, 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 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, 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 5.10 and Section 12.2.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 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers Borrower are engaged, engaged or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers is a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7Defaulting Lender, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(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 12.2), all of its interests, rights and obligations under 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 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ Borrower’s right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any the 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 5.2 or 5.3, 5.3 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.75.1, 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 1.7, 5.1, 5.2 or 5.3, 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 5.10 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.105.8, the Borrowers Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.105.8, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the BorrowersBorrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent Agent, shall be effective for purposes of this Section 5.10 5.8 and Section 12.2.
Appears in 1 contract
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 5.32.12 or 2.13, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is the Borrowers shall be required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 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, 2.18 or (ec) any a proposed extension shall have been approved by the Consenting Lenders but a Dissenting Lender fails shall have given or be deemed to approve an additional Alternative Currency pursuant have given notice to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7the Agent of its 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 12.2(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 12.2), 9.04) all of its interests, rights and obligations under this Amended Agreement to another financial institution identified by the Loan Documents Borrowers and reasonably acceptable to an Eligible Assignee that the Agent, and such financial institution shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided 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) except in the case of clause (d) above, 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 5.1, 5.2, 5.3 and 5.4), (iva) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (vb) if the consent of the Agentabove, any Letter of Credit Issuer or any 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 's notice or notice certificate under Section 5.2 2.12 or 5.3, 2.13 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.72.18, 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 1.72.12, 5.1, 5.2 2.13 or 5.32.18, as the case may be, then such Lender shall not thereafter be required to make any 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 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, 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 5.10 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 5.3, (bii) any Lender delivers a notice described in Section 5.2, (ciii) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d5.1 or iv) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are Borrower is engaged, or (e) 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 Alternative Currency approved pursuant to Section 1.7, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(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 12.213.2), all of its interests, rights and obligations under 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 5.1, 5.2, 5.3 and 5.4), (iv4) such assignment is consummated within 180 days after the date on which the Borrowers’ Borrower’s right under this Section 5.10 arises, and (v5) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender Agent is required pursuant to Section 12.213.2, 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 5.2 or 5.3, 5.3 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.75.1, 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 1.7, 5.1, 5.2 or 5.3, 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 13.2 within two (2) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 5.9 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.105.9, the Borrowers Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.105.9, to execute such an Assignment and Acceptance on behalf of such replaced Lender▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the BorrowersBorrower, the replacement Lender and, to the extent required pursuant to Section 12.213.2, the Agent Agent, shall be effective for purposes of this Section 5.10 5.9 and Section 12.2.13.2. ARTICLE VI
Appears in 1 contract
Sources: Credit and Guaranty Agreement (United Rentals North America Inc)
Assignment of Commitments Under Certain Circumstances. (a) In the event that (ax) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.3subsection 9.10, (by) any Lender delivers a notice described in Section 5.2, (c) any Obligor is Borrower has been required to pay additional amounts to any Lender or any Governmental Authority on account Taxes in respect of any Lender pursuant to Section 5.1, subsection 9.12 or (dz) any Lender isshall not have consented to a proposed change, waiver, discharge or becomes an Affiliate termination of any of the provisions of this Agreement as contemplated by clauses (A), (B), (E) and (F), of the proviso to the second sentence of Section 17.1(a) in a Person that iscircumstance where the Majority Lenders have consented to such change, engaged in the business in which the Borrowers are engagedwaiver, discharge or (e) 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 Alternative Currency approved pursuant to Section 1.7termination, the Borrowers mayU.S. Borrower shall have the right, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice to such Lender and the General Administrative Agent, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), subsection 17.6) all of its interests, rights and obligations under this Agreement to another bank or financial institution identified by the Loan Documents U.S. Borrower and reasonably acceptable to an Eligible Assignee that the General Administrative Agent (subject to the restrictions contained in subsection 17.6) 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 jurisdictionAuthority, (ii) except in the Borrower or the assignee, as the case of clause (d) abovemay be, no Event of Default shall have occurred and be continuing, (iii) pay to the Borrowers or such assignee shall have paid to such transferor 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 such Lender, plus made by it hereunder and all fees and other amounts accrued for its account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 9.10 and any amounts that would be payable under Subsection 9.11 if such amount were a prepayment made in the account amount and on the date of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (viii) if in the consent case 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, that if prior to any such assignment resulting from an event described in clause (z) above, the circumstances applicable Assignee shall have agreed to the applicable change, waiver, discharge or termination.
(b) In the event that resulted in such Lender’s request or notice under Section 5.2 or 5.3any Multicurrency Lender (including a Transferee) does not, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, deliver all forms and certificates required to permit all payments by all Foreign Subsidiary Borrowers hereunder to be made free and clear of, and without deduction or if withholding for or on account of, any Taxes, the U.S. Borrower may, so long as no Event of Default has occurred and is continuing, require such Multicurrency Lender, upon five Business Days' prior written notice from the U.S. Borrower, to assign the entire then outstanding principal amount of the Multicurrency Loans owing to such Multicurrency Lender shall waive its rights in respect and the entire Multicurrency Commitment of such circumstances Multicurrency Lender (including its obligation to share risk participations in any Swing Line Multicurrency Loans) to one or event under Section 1.7more Lenders selected by the U.S. Borrower which, 5.1after giving effect to such assignment, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunderwill have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the event that case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a replaced principal amount of outstanding U.S. Revolving Credit Loans owing to such assignee Lender does not execute an Assignment equal to the lesser of (i) the sum of the U.S. Dollar Equivalent of the amount of (x) the Multicurrency Loans assigned to such assignee Lender and Acceptance (y) such assignee Lender's Multicurrency Commitment Percentage of the aggregate unpaid principal amount of all Swing Line Multicurrency Loans on such date and (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to Section 12.2 within the two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation precedent sentences shall be effected in accordance with subsection 17.6(c) and, as a condition to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10assignment, simultaneously with such assignment, the Borrowers U.S. Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required pay or cause to be paid under this Section 5.10, all amounts due to execute such an Assignment the assignor Multicurrency Lender and Acceptance the assignee Lender hereunder on behalf the effective date 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 5.10 and Section 12.2assignments.
Appears in 1 contract
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 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, Borrower is engaged or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers is a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7Defaulting Lender, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(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 12.2), all of its interests, rights and obligations under 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 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ Borrower’s right under this Section 5.10 5.8 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any the 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 5.2 or 5.3, 5.3 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.75.1, 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 1.7, 5.1, 5.2 or 5.3, 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 5.10 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.105.8, the Borrowers Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.105.8, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the BorrowersBorrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent Agent, shall be effective for purposes of this Section 5.10 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 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) 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 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, [reserved] or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers is a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7Defaulting Lender, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(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 12.2), all of its interests, rights and obligations under 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 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ Borrower’s right under this Section 5.10 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) if the consent of the Agent, any Letter of Credit Issuer or any the 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 5.2 or 5.3, 5.3 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.75.1, 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 1.7, 5.1, 5.2 or 5.3, 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 5.10 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.105.8, the Borrowers Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.105.8, to execute such an Assignment and Acceptance on behalf of such replaced Lender▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the BorrowersBorrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent Agent, shall be effective for purposes of this Section 5.10 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 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) 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 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, [reserved] or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers is a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7Defaulting Lender, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(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 12.2), all of its interests, rights and obligations under 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 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ Borrower’s right under this Section 5.10 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) if the consent of the Agent, any Letter of Credit Issuer or any the 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 5.2 or 5.3, 5.3 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.75.1, 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 1.7, 5.1, 5.2 or 5.3, 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 5.10 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.105.8, the Borrowers Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.105.8, to execute such an Assignment and Acceptance on behalf of such replaced Lender▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the BorrowersBorrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent Agent, shall be effective for purposes of this Section 5.10 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 5.33.6, (b) any Lender delivers a notice described in Section 5.2, 3.8 or (c) any Obligor the Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 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, or (e) 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 Alternative Currency approved pursuant to Section 1.73.10, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 12.2(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 12.210.3(b)), all of its interests, rights and obligations under the Loan Documents 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) except in the case of clause (d) above, 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 5.1Section 3.6, 5.2, 5.3 3.10 and 5.4Section 3.11), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) 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 's request or notice under Section 5.2 3.6 or 5.3, 3.8 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.73.10, 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 1.73.6, 5.1, 5.2 3.8 or 5.33.10, 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 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, 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 5.10 and Section 12.2.
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 5.34.3 in an aggregate amount in excess of $100,000, (b) any Lender delivers a notice described in Section 5.24.2, or (c) any Obligor is the Borrowers are required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 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, or (e) 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 4.1 in an Alternative Currency approved pursuant to Section 1.7aggregate 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 12.2(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 12.2), all of its interests, rights and obligations under the Loan Documents 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) 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 5.14.1, 5.2, 5.3 4.2 and 5.44.3), (iv) such assignment is consummated within 180 ninety (90) days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of such assignee is reasonably acceptable to 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 5.2 4.2 or 5.3, 4.3 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.74.1, 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 1.74.1, 5.1, 5.2 4.2 or 5.34.3, 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 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, 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 5.10 and Section 12.2.
Appears in 1 contract
Sources: Credit and Security Agreement (PSS World Medical Inc)
Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender requests compensation shall have delivered a certificate pursuant to Section 5.32.9 or 2.11 indicating any additional amounts owed by the Borrower, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is the Borrower shall be required to pay any additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged2.7(e), or (ec) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 amendment or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7waiver of any provision of this Agreement or any other 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 12.2(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 12.2), 10.3) all of its interests, rights and obligations under this Agreement and the Loan 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) 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 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 5.1, 5.2, 5.3 and 5.42.7(e), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises2.9 or 2.11, and (v) 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, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, 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 1.7, 5.1, 5.2 or 5.3, 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 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, 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 5.10 and Section 12.2any.
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 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) 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 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, Borrower is engaged or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers is a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7Defaulting Lender, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(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 12.2), all of its interests, rights and obligations under 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 3.4, 4.2, 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ Borrower’s right under this Section 5.10 5.8 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender Agent 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 5.2 or 5.3, 5.3 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.75.1, 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 1.7, 5.1, 5.2 or 5.3, 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 5.10 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.105.8, the Borrowers Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.105.8, to execute such an Assignment and Acceptance on behalf of such replaced Lender▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the BorrowersBorrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent Agent, shall be effective for purposes of this Section 5.10 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 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.15.1 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 (ef) 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 Alternative 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 12.2(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 12.2), all of its interests, rights and obligations under 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 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 5.9 arises, and (v) 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, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.71.7 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 1.7, 5.1, 5.2 or 5.3, 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 5.10 5.9 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.105.9, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.105.9, 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 5.10 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 5.33.6, (b) any Lender delivers a notice described in Section 5.2, 3.8 or (c) any Obligor the Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 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, or (e) 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 Alternative Currency approved pursuant to Section 1.73.10, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 12.2(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 12.210.3), all of its interests, rights and obligations under the Loan Documents 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) except in the case of clause (d) above, 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 5.1Section 3.6, 5.2, 5.3 3.10 and 5.4Section 3.11), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) 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 's request or notice under Section 5.2 3.6 or 5.3, 3.8 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.73.10, 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 1.73.6, 5.1, 5.2 3.8 or 5.33.10, 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 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, 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 5.10 and Section 12.2.
Appears in 1 contract
Assignment of Commitments Under Certain Circumstances. In the event (a) If any Lender requests compensation pursuant to under Section 5.32.11, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor or if the Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on for the account of any Lender pursuant to Section 5.12.12, (d) or if any Lender isdefaults in its obligation to fund Loans hereunder, or becomes an Affiliate of a Person that is, engaged in then the business in which the Borrowers are engaged, or (e) 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 Alternative Currency approved pursuant to Section 1.7, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))effort, upon notice to such Lender and the Administrative Agent, require such Lender to transfer assign and assigndelegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 12.211.04), all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee assignee or assignees that shall assume such assigned obligations (which assignee or assignees may be another Lender, if a Lender accepts such assignment); , provided that 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 Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.04;
(ii) such Lender in immediately available funds shall have received payment of an amount equal to (x) the sum of 100% of the outstanding principal of and its Loans, accrued interest thereon, accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and all other amounts accrued for payable to it hereunder and under the account of such Lender hereunder other Loan Documents (including any amounts under Sections 5.1Section 2.13) 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) plus (y) solely in the case of any assignment pursuant to this Section 2.16 prior to July 15, 5.22009, 5.3 a premium, expressed as a percentage of the principal amount of the Loans so assigned equal to (A) 2%, in the case of any assignment prior to July 15, 2008 and 5.4)(B) 1%, in the case of any assignment thereafter.
(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.11 or payments required to be made pursuant to Section 2.12, such assignment will result in a reduction in such compensation or payments thereafter; and
(iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) 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, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, 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 1.7, 5.1, 5.2 or 5.3, as the case may be, then such does not conflict with applicable law. A Lender shall not thereafter be required to make any such assignment hereunder. In the event that or delegation if, prior thereto, as a replaced Lender does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt result of a waiver by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10or otherwise, the Borrowers shall be entitled (but not obligated), upon receipt by circumstances entitling the replaced Lender of all amounts required Borrower to be paid under this Section 5.10, require such assignment and delegation cease 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 5.10 and Section 12.2apply.
Appears in 1 contract
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, 5.1 or (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are Borrower is engaged, or (e) 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 Alternative Currency approved pursuant to Section 1.7, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(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 12.213.2), all of its interests, rights and obligations under 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 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ Borrower’s right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender Administrative Agent is required pursuant to Section 12.213.2, 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 5.2 or 5.3, 5.3 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.75.1, 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 1.7, 5.1, 5.2 or 5.3, 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 13.2 within two (2) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 5.9 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.105.9, the Borrowers Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.105.9, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the BorrowersBorrower, the replacement Lender and, to the extent required pursuant to Section 12.213.2, the Agent Administrative Agent, shall be effective for purposes of this Section 5.10 5.9 and Section 12.213.2.
Appears in 1 contract
Sources: Credit Agreement (Herc Holdings Inc)
Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (biii) any Lender delivers a notice described in Section 5.2, (civ) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (dv) 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 (ef) 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 Alternative 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 12.2(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 12.2), all of its interests, rights and obligations under 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 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) 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, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, 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 1.7, 5.1, 5.2 or 5.3, 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 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, 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 5.10 and Section 12.2.129 [[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) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.13 or Section 2.14, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is or the Borrower shall be required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 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, or (e) 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 Alternative Currency approved pursuant to Section 1.72.19, the Borrowers mayBorrower shall have the right, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(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 12.29.04, including clause (v) of the proviso to Section 9.04(b)) all its interests, rights and obligations under this Agreement to another financial institution designated by the Borrower which shall assume such 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 Loan Documents to an Eligible Assignee that shall assume such assigned obligations Parity Debt 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 jurisdictionand (iii) the Borrower shall pay to the affected Lender (and, (ii) except in the case of clause (dassignments under Facility B, shall take the same actions under the Parity Debt Credit Agreement) 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 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 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant owed to Section 12.2, such consents are obtainedit 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 5.2 2.13 or 5.3, Section 2.14 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.72.19, 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 1.72.13, 5.1, 5.2 Section 2.14 or 5.3Section 2.19, as the case may be, then such Lender shall not thereafter be required to make any such assignment hereunder. In , or 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 case of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10assignments under Facility B, under the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, 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 5.10 and Section 12.2Parity Debt Credit Agreement.
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 5.32.13 or 2.14, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is or the Borrower shall be required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 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, or (e) 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 Alternative Currency approved pursuant to Section 1.72.19, the Borrowers mayBorrower shall have the right, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(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 12.2), Existing Credit Agreement of all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations 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) except in the case of clause (d) above, 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 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant owed to Section 12.2, such consents are obtainedit hereunder; provided, further, 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 5.2 2.13 or 5.3, 2.14 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.72.19, 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 1.72.13, 5.1, 5.2 2.14 or 5.32,19, as the case may be, then such Lender shall not thereafter be required to make any such assignment hereunder. In hereunder or under 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 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, 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 5.10 and Section 12.2Existing 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) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, 5.1 or (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are Borrower is engaged, or (e) 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 Alternative Currency approved pursuant to Section 1.7, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(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 12.213.2), all of its interests, rights and obligations under 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 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ Borrower’s right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender Agent is required pursuant to Section 12.213.2, 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 5.2 or 5.3, 5.3 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.75.1, 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 1.7, 5.1, 5.2 or 5.3, 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 Lende▇ ▇▇▇▇ not execute an Assignment and Acceptance pursuant to Section 12.2 13.2 within two (2) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 5.9 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.105.9, the Borrowers Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.105.9, to execute such an Assignment and Acceptance on behalf of such replaced LenderLende▇, and ▇▇▇ any such Assignment and Acceptance so executed by the BorrowersBorrower, the replacement Lender and, to the extent required pursuant to Section 12.213.2, the Agent Agent, shall be effective for purposes of this Section 5.10 5.9 and Section 12.213.2.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (United Rentals North America Inc)