PTRY » Topics » Section 2.21 Replacement of Lenders .

This excerpt taken from the PTRY 8-K filed May 17, 2007.

Section 2.21 Replacement of Lenders.

If (a) any Lender requests compensation under Section 2.16 or is unable to make or maintain LIBOR Rate Loans in accordance with the terms of Section 2.17, (b) the Borrower is required to pay any additional amount to any Lender (other than the Administrative Agent in its capacity as a Lender) or any Governmental Authority for the account of any Lender (other than the Administrative Agent in its capacity as a Lender) pursuant to Section 2.19, (c) any Lender defaults in its obligation to fund Loans hereunder, or (d) any Lender (other than Wachovia) fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof or of any other Credit Document that requires the unanimous approval of all of the

 

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Lenders, the approval of all of the Lenders affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section 9.1, then the Borrower may, at its sole expense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate at par, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.6), all of its interests, rights and obligations under the Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 9.6;

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LOC Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Sections 2.16, 2.17 and 2.19) from the assignee (to the extent of such outstanding principal) or the Borrower (to the extent of such outstanding interest, fees and other amounts);

(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.16 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter;

(iv) in the case of any such assignment resulting from a Lender’s failure to consent as described in clause (d), (A) the consent of the Required Lenders (or, with respect to any proposed amendment, modification, termination, waiver or consent requiring the approval of all Lenders affected thereby or a class of Lenders, the consent of the Lenders in such group of affected Lenders or such class holding a majority of the outstanding Loans and Commitments with respect to such group or class) entitled to vote thereon shall have been obtained with respect to such amendment, modification, termination, waiver or consent and (B) the assignee shall approve such amendment, modification, termination, waiver or consent; and

(v) such assignment does not conflict with applicable law.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

 

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This excerpt taken from the PTRY 8-K filed Jan 3, 2006.

Section 2.21 Replacement of Lenders.

 

The Borrower shall be permitted to replace with a financial institution acceptable to the Administrative Agent any Lender (other than Wachovia) that (a) requests reimbursement for amounts owing pursuant to Section 2.16, 2.17 or 2.19(a), or (b) is then in default of its obligation to make Loans hereunder; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time

 

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of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.16, 2.17 or 2.19(a), as applicable, so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.16, 2.17 or 2.19(a), as applicable, so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.16, 2.17 or 2.19(a), (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such Lender under Section 2.17 if any LIBOR Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.16, 2.17 or 2.19(a), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. In the event the replaced Lender fails to execute the agreements required under Section 9.6 in connection with any assignment pursuant to this Section 2.21, the Borrower may, upon two (2) Business Days prior notice to such replaced Lender, execute such agreements on behalf of such replaced Lender. A Lender shall not be required to be replaced if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such replacement cease to apply.

 

EXCERPTS ON THIS PAGE:

8-K
May 17, 2007
8-K
Jan 3, 2006
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