Replacement of Banks. In the event that (a) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bank, the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Bank to lend hereunder shall be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank).
Appears in 7 contracts
Samples: Credit Agreement (Brinker International, Inc), Credit Agreement (Brinker International, Inc), Credit Agreement (Brinker International, Inc)
Replacement of Banks. In the event that If (ai) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes requests compensation pursuant to Section 2.15 5.01 or 5.06, (ii) any Bank’s obligation to make or Continue Loans of any Type, or to Convert Syndicated Loans of any Type into the other Type of Syndicated Loan, shall be suspended pursuant to Section 5.01 or 5.03 hereof or (ciii) any Bank becomes is a Defaulting Bank hereunder (any such Bank requesting such compensation, whose obligations are so suspended or who is a Defaulting Bank, being herein called a “Departing Bank”), the Borrower Company, upon three Business Days’ notice to the Administrative Agent given when no Default shall have occurred and be continuing, may within ninety require that such Departing Bank transfer all of its right, title and interest under this Agreement and such Departing Bank’s Notes to any bank or other financial institution identified by the Company that is satisfactory to the Administrative Agent (90a) days if such bank or other financial institution (a “Proposed Bank”) agrees to assume all of the applicable eventobligations of such Departing Bank hereunder, and to purchase all of such Departing Bank’s Loans hereunder for consideration equal to the aggregate outstanding principal amount of such Departing Bank’s Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Departing Bank of all other amounts payable hereunder to such Departing Bank on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 5.05 hereof as if all of such Departing Bank’s Loans were being prepaid in full on such date) and (b) if such Departing Bank has requested compensation pursuant to Section 5.01 or 5.06 hereof, such Proposed Bank’s aggregate requested compensation, if no Default then existsany, replace pursuant to said Section 5.01 or 5.06 with respect to such Bank with another commercial bank, financial institution or other Person in accordance with all Departing Bank’s Loans is lower than that of the Departing Bank. Subject to the provisions of Section 10.06(a11.05(b) (including execution of an appropriate Assignment)hereof, provided that (i) all obligations of such Proposed Bank to lend hereunder shall be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in for all purposes hereunder. Without prejudice to the amount survival of any other agreement of the respective Commitment Company hereunder the agreements of the assigning Bank immediately prior Company contained in said Sections 5.01, 5.06 and 11.03 (without duplication of any payments made to such replacement (plus, if Departing Bank by the Company or the Proposed Bank) shall survive for the benefit of such replacement bank is already a Departing Bank under this Section 5.07 with respect to the time prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank).
Appears in 5 contracts
Samples: Revolving Credit Agreement (Motorola Solutions, Inc.), Revolving Credit Agreement (Motorola Solutions, Inc.), Revolving Credit Agreement (Motorola Solutions, Inc.)
Replacement of Banks. In the event that (ax) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) If any Bank becomes a Defaulting Bank, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower may within ninety increased costs in excess of those being generally charged by the other Banks or (90z) days in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the applicable eventRequired Banks as provided in Section 12.12(b), the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferee or Transferees, financial institution or other Person in accordance with all none of whom shall constitute a Defaulting Bank at the provisions time of Section 10.06(asuch replacement (collectively, the "Replacement Bank") (including execution of an appropriate Assignment)reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all obligations fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank, (B) all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to lend hereunder shall be terminated Section 3.01 and (y) the Advances payable Letter of Credit Issuer an amount equal to such Replaced Bank's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution all such amounts, if any, due and delivery owing under Section 1.11, whether resulting from the replacement of new Notes such Replaced Bank pursuant to this Section 1.13 or otherwise) of the Borrower due and owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such replacement bank Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 7.13 and, if such replacement bank shall so requestrequested by the Replacement Bank, redelivery delivery to the Borrower in due course of any Notes payable to such Replacement Bank and specification of the information contemplated appropriate Note or Notes executed by Schedule I the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 11.07 and 12.01), which shall survive as to such Replaced Bank as to the events occurring prior to the date of replacement bank)and (y) Annex I shall be deemed modified to reflect the changed Commitments (and/or outstanding Term Loans, as the case may be) resulting from the assignment from the Replaced Bank to the Replacement Bank.
Appears in 3 contracts
Samples: Credit Agreement (Inacom Corp), Credit Agreement (Inacom Corp), Credit Agreement (Inacom Corp)
Replacement of Banks. In the event that If (a) any Bank makes a demand for payment requests compensation under Section 2.07(b2.9 (Increased Costs) or asserts, pursuant to Section 2.122.9(d) that it is unlawful for such Bank to make Eurodollar Rate Loans, (b) the Borrower is required to make pay any payment in respect additional amount to any Bank or any Governmental Authority for the account of Taxes or Other Taxes any Bank pursuant to Section 2.15 or 2.11 (Taxes), (c) any Bank becomes a Defaulting Bankdefaults in its obligation to fund Loans hereunder, or (d) with respect of any Bank that does not approve any amendment or waiver of any provision of any Loan Document that requires the unanimous consent of all of the Banks pursuant to Section 11.1 (Amendments; Waivers, Etc.), if such amendment or waiver is agreed to by the Required Banks, then the Borrower may within ninety (90) days of the applicable eventmay, if no Default then existsat its sole expense, replace upon prior notice to such Bank with another commercial bankand the Agent, financial institution or other Person require such Bank to assign and delegate, without recourse (in accordance with all of and subject to the provisions of restrictions contained in Section 10.06(a) 11.14 (including execution of an appropriate Sale and Assignment)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) all obligations to the extent required under Section 11.14 (Sale and Assignment), the Borrower shall have received the prior written consent of such Bank to lend hereunder the Agent, which consent shall not unreasonably be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacementwithheld, (ii) such replacement Bank shall be reasonably satisfactory have received payment of an amount equal to the Administrative Agentoutstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, 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) and (iii) if in the case of any such replacement bank is assignment resulting from a claim for compensation under Section 2.9 (Increased Costs) or payments required to be made pursuant to Section 2.11 (Taxes), such assignment will result in a reduction in such compensation or payments. A Bank shall not already be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank hereunderor otherwise, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to circumstances entitling the Borrower in due course of any Notes payable to require such Bank assignment and specification of the information contemplated by Schedule I as delegation cease to such replacement bank)apply.
Appears in 3 contracts
Samples: Credit Agreement (Southern Union Co), Credit Agreement (Panhandle Eastern Pipe Line Co Lp), Credit Agreement (Panhandle Eastern Pipe Line Co Lp)
Replacement of Banks. In the event that (a) If (i) any Bank makes a demand for requests payment under of, or the Borrower is otherwise required to pay to any Bank, any amount pursuant to Section 2.07(b2.07(c)(ii) or Section 2.128.03, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (cii) any Bank becomes a Defaulting Bank, then the Borrower may within ninety (90) days of the applicable eventmay, if no Default then existsat its sole expense and effort, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Bank to lend hereunder shall be terminated and the Advances payable upon notice to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, require such Bank to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement to an Assignee (iii) which Assignee may be another Bank, if such replacement bank other Bank agrees to accept such assignment) that shall assume such obligations pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit D hereto which shall be executed by such Assignee and (except as otherwise provided in this) Section 2.18(a) such transferor Bank; provided, that (A) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not already a unreasonably be withheld, conditioned or delayed, (B) such transferor Bank hereundershall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (in each case, if any), from the Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (andin the case of all other amounts), for avoidance which amounts shall be the only amounts payable to such transferor Bank in respect of doubtsuch assignment and delegation, not the replacement bank(C) any Bank being replaced pursuant to this Section 2.18(a) shall pay be deemed to have granted to the Administrative Agent the authority to act as its attorney-in-fact solely for the purpose of executing such Assignment and Assumption Agreement, and (D) in the case of any such assignment and delegation resulting from a request or claim for payment under Section 8.03, such assignment will result in a reduction in any payments due to such transferor Bank on a dollar-for-dollar basis to the extent that such assignment eliminates or reduces the amount that such transferor Bank is entitled to receive under Section 8.03. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Upon execution and delivery by the Assignee and (except as otherwise provided in this Section 2.18(a)) the transferor Bank of the Assignment and Assumption Agreement referred to above and payment by such Assignee to such transferor Bank of the amount (if any) payable by such Assignee pursuant to clause (B) above: (1) such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment equal to such transferor Bank’s Commitment immediately prior to the effectiveness of such assignment and delegation (or, if there is more than one Assignee, the respective portion of such Commitment agreed to be assumed by each such Assignee). Upon the consummation of any such assignment and delegation, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 2.16. In connection with any assignment pursuant to this Section 2.18(a), (I) the Borrower shall cause to be paid to the Administrative Agent an administrative fee for processing such assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced$3,500, and (vII) notwithstanding anything to the contrary set forth herein, and without limiting the authority set forth in the immediately preceding clause (C), if the transferor Bank does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption Agreement reflecting such other actions assignment within five Domestic Business Days of the date on which the Assignee executes and delivers such Assignment and Assumption Agreement to the transferor Bank, then such transferor Bank shall be taken by the Borrower, deemed to have executed and delivered such Bank Assignment and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)Assumption Agreement.
Appears in 3 contracts
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Replacement of Banks. In (x) Upon the occurrence of any event that giving rise to the operation of Section 1.10(a)(ii) or (a) iii), Section 1.10(c), 2.06 or 4.04 with respect to any Bank makes which results in such Bank charging to a demand for payment under Section 2.07(b) or Section 2.12Borrower increased costs in excess of those being generally charged by the other Banks, (by) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any if a Bank becomes a Defaulting BankBank and/or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12, the Borrower may within ninety (90) days of Company shall have the applicable eventright, if no Default or Event of Default then exists, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other transferee or transferees who shall be acceptable to the Administrative Agent and none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, financial institution or other Person in accordance with all of the provisions of Section 10.06(a"Replacement Bank") (including execution of an appropriate Assignment)reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (I) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (B) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and (II) the Letter of Credit Issuer all amounts owing to the Letter of Credit Issuer by the Replaced Bank in respect of Unpaid Drawings and indemnities and (ii) all obligations of such the Borrowers owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to concurrently with such replacement. Upon the execution of the respective Assignment Agreement, the payment of amounts referred to in clauses (i) and (ii) such replacement shall be reasonably satisfactory above and, if so requested by the Replacement Bank, delivery to the Administrative AgentReplacement Bank of the appropriate Note or Notes executed by the respective Borrowers, (iii) if such replacement bank is not already the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay except with respect to indemnification provisions applicable to the Administrative Agent an assignment fee of $3,500 in connection with such replacementReplaced Bank under this Agreement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and which shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank.
Appears in 3 contracts
Samples: Credit Agreement (Zurn Industries Inc), Credit Agreement (Zurn Industries Inc), Credit Agreement (Zurn Industries Inc)
Replacement of Banks. In the event that (ax) If any Bank makes defaults in its obligations to make Loans (a demand for payment under "Defaulting Bank") or (y) upon the occurrence of any event giving rise to the operation of Section 2.07(b1.10(a)(ii) and (iii), Section 1.10(c) or Section 2.12, (b3.04(a) with respect to any Bank which results in such Bank charging to the Borrower is required to make any payment increased costs materially in respect excess of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bankthose being generally charged by the other Banks, the Borrower may within ninety (90) days of shall have the applicable eventright, if no Default then existsor Event of Default will exist immediately after giving effect to the respective replacement, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferees, financial institution or other Person in accordance with all none of whom shall constitute a Defaulting Bank at the provisions time of Section 10.06(asuch replacement (collectively, the "Replacement Bank") (including execution of an appropriate Assignment)reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.12, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans together with all then unpaid interest with respect thereof at such time and (B) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, and (ii) all obligations of such the Borrowers owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated paid in full to such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements and the Advances payable payment of amounts referred to such Bank in clauses (i) and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement above, the Replacement Bank shall be reasonably satisfactory become a Bank hereunder and the Replaced Bank shall cease to the Administrative Agent, (iii) if such replacement bank is not already constitute a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) except with respect to indemnification provisions under this Agreement which shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank.
Appears in 3 contracts
Samples: Credit Agreement (Galaxy Fund Ii), Credit Agreement (Galaxy Fund /De/), Credit Agreement (Galaxy Vip Fund)
Replacement of Banks. In the event that (a) If any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bank, the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that shall (i) all obligations become affected by any of the changes or events described in Section 4.5, 5.1, 5.2, 5.3(b), or 5.4 above and such Bank to lend hereunder shall be terminated and petition the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at relevant Borrowers for any increased cost or prior to such replacement, amounts thereunder or (ii) become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or such replacement shall be reasonably satisfactory other Person having similar powers (any such Bank, in either instance, being hereinafter referred to as a "Replaced Bank"), then in each such case, Conseco (on behalf of the Administrative AgentBorrowers) may, upon at least five (iii5) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay Business Days' notice to the Administrative Agent and such Replaced Bank, designate a replacement bank (a "Replacement Bank") acceptable to the Administrative Agent in its reasonable discretion, to which such Replaced Bank shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the relevant Borrowers and the Replaced Bank) of all amounts owed to such Replaced Bank under Section 4.5, 5.1, 5.2, 5.3(b), or 5.4 above, assign all (but not less than all) of its rights, obligations and Loans hereunder and execute an assignment fee of $3,500 in connection Assignment Agreement with such replacementReplacement Bank; provided, that all Liabilities (ivexcept Liabilities which by the terms hereof survive the payment in full of the Loans and termination of this Agreement) due and payable to the Replaced Bank shall be paid in full as of the date of such replacement shallassignment. Upon any assignment by any Bank pursuant to this Section 5.8 becoming effective, from and after such replacement, the Replacement Bank shall thereupon be deemed to be a "Bank" for all purposes of this Agreement and such Replaced Bank shall thereupon cease to be a “"Bank” hereunder with a Commitment in the amount " for all purposes of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, this Agreement and shall have all no further rights or obligations hereunder (other than pursuant to Sections 4.5, 5.1, 5.2, 5.5, 11.5 and 13.4, and Sections 7.1 and 7.2 of the Conseco Guaranty while such Replaced Bank was a Bank). Notwithstanding any Replaced Bank's failure or refusal to assign its rights, duties obligations and obligations hereunder Loans under this Section 5.8, the Replaced Bank shall cease to be a "Bank" for all purposes of this Agreement and the Replacement Bank substituted therefor upon payment to the Replaced Bank by the Replacement Bank of all amounts set forth in this Section 5.8 without any further action of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)Replaced Bank.
Appears in 2 contracts
Samples: Guaranty and Subordination Agreement (Conseco Inc), Guaranty and Subordination Agreement (Conseco Inc)
Replacement of Banks. In the event that (a) If any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes requests compensation pursuant to Section 2.15 9.3 or (c) 11.1 hereof, or any Bank's obligations to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a "Subject Bank"), the Borrower, upon three Business Days' notice, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower may within ninety (90) days and the Agent which transfers all of the applicable eventits right, if no Default then exists, replace title and interest under this Agreement and such Bank with another commercial bank, Subject Bank's Note to any bank or other financial institution or other Person in accordance with (a "Proposed Bank") identified by the Borrower that is satisfactory to the Agent (i) if such Proposed Bank agrees to assume all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Subject Bank hereunder, and to lend hereunder shall be terminated purchase all of such Subject Bank's Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank's Loans, together with interest thereon to the date of such purchase, and the Advances payable satisfactory arrangements are made for payment to such Subject Bank and of all other obligations owed amounts payable hereunder to such Subject Bank hereunder shall be purchased in full without recourse at par plus accrued interest at on or prior to the date of such replacementtransfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank's Loans were being prepaid in full on such date) and (ii) if such replacement Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank's aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank's Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed "Bank" for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Peoples Energy Corp), Credit Agreement (Peoples Energy Corp)
Replacement of Banks. In Notwithstanding any other provision of this Agreement, in the event that (ai) the obligation of any Bank to make Eurocurrency Rate Loans is suspended pursuant to 4.1(c) hereof, or (ii) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) upon the Borrower is required to make any payment in respect of Taxes or Other Taxes Company pursuant to Section 2.15 4.1(d) hereof for the payment of additional costs or other amounts, or (ciii) any Bank becomes a Defaulting Bankmakes demand upon the Company pursuant to 4.1(e) hereof for an adjustment to the compensation payable to such Bank by the Company hereunder, then, in each such case, the Borrower Company in its discretion may within ninety (90A) days send written notice to such Bank and the Agent advising such Bank that, subject to the provisions of this 4.1(f), its Commitment hereunder shall be terminated on a date determined by the applicable eventCompany (the "Replacement Date"), if which Replacement Date shall be no Default then existsearlier than the date on which such Bank and the Agent have received such notice from the Company, and commencing on the Replacement Date, the Commitment of such Bank hereunder shall be terminated and no Commitment Fee shall be payable by the Company to such Bank with respect to such Commitment, and (B) replace such Bank with another commercial bank, financial institution Bank or other Person in accordance with all of commercial banking institution (the provisions of Section 10.06(a"Replacement Bank") (including execution of an appropriate Assignment)which has been selected by the Company and approved by the Majority Banks, which approval shall not be unreasonably withheld, provided that (i) all obligations of such Bank to lend hereunder shall be terminated the Company, the Banks and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at Agent agree that (w) on or prior to the Replacement Date, the Company shall have paid all principal, interest, fees and other amounts owing by the Company hereunder, accruing up to and including the Replacement Date, to the Bank being replaced on such replacementReplacement Date, (iix) such replacement shall be reasonably satisfactory to as of the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunderReplacement Date, the Borrower (and, for avoidance of doubt, not Replacement Bank will take over the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a entire Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, (y) on or prior to the Drawdown Date first following the Replacement Date, the Company, the Agent, the Banks (other than the Bank being replaced) and the Replacement Bank shall make such arrangements by way of new Syndicated Loans, purchases or refundings of existing Syndicated Loans or otherwise as will result thereafter in the outstanding and unpaid Syndicated Loans of each Bank being equal, as near as may practically be, to such Bank's Commitment Percentage of all of the outstanding and unpaid Syndicated Loans made to the Company, and (vz) such other actions the Agent shall be taken by entitled to receive prior to the BorrowerReplacement Date from the Company and the Replacement Bank such supplemental agreements, such Bank documents, certificates and such replacement bank as may be appropriate to effect legal opinions in connection with the replacement of such Bank with such replacement bank on terms such that such replacement bank has as the same rights, duties Agent and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes the other Banks may reasonably request to such replacement bank if such replacement bank shall so request, redelivery give effect to the Borrower in due course foregoing provisions of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bankthis 4.1(f).
Appears in 2 contracts
Samples: Revolving Credit Agreement (Hasbro Inc), Credit Agreement (Hasbro Inc)
Replacement of Banks. In the event that (a) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bank, the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Bank to lend hereunder shall be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in the amount of the respective Revolving Credit Commitment and/or Term Loan Commitment, as applicable, of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Revolving Credit Commitment and/or Term Loan Commitment, as applicable of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank).
Appears in 2 contracts
Samples: Credit Agreement (Brinker International Inc), Credit Agreement (Brinker International Inc)
Replacement of Banks. In the event that (a) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or 2.15, (c) any Bank becomes a Defaulting BankBank or (d) any Bank does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Credit Document that requires the consent of each of the Banks or each of the Banks affected thereby (so long as the consent of the Majority Banks has been obtained), the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Bank to lend hereunder shall be terminated and the Advances payable to such Bank Bank, its participations in LC Disbursements and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank).
Appears in 2 contracts
Samples: Credit Agreement (Brinker International, Inc), Credit Agreement (Brinker International, Inc)
Replacement of Banks. In (x) Upon the occurrence of an event that giving rise to the operation of Section 1.08(a)(ii) or (a) any Bank makes a demand for payment under iii), Section 2.07(b1.08(c) or Section 2.12, (b) 3.03 with respect to any Bank which results in such Bank charging to the Borrower is required to make any payment increased costs in respect excess of Taxes or Other Taxes pursuant to Section 2.15 those being generally charged by the other Banks or (cy) any in the case of certain refusals by a Bank becomes a Defaulting Bankto consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as (and to the extent) provided in Section 12.12(b), the Borrower may within ninety (90) days of shall have the applicable eventright, if no Default under Section 8.01(1), (6) or (7) and no Event of Default then existsexists (or, in the case of preceding clause (y), no Default under Section 8.01(1), (6) or (7) and no Event of Default will exist immediately after giving effect to such replacement), to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferees (collectively, financial institution or other Person in accordance with all the "Replacement Bank") and each of whom shall be required to be reasonably acceptable to the provisions of Section 10.06(a) (including execution of an appropriate Assignment)Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.11, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to the Replaced Bank in respect thereof an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (ii) all obligations of the Borrower due and owing to the Replaced Bank at such Bank to lend hereunder time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) such replacement shall be reasonably satisfactory above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 12.15 and, if so requested by the Replacement Bank, delivery to the Administrative AgentReplacement Bank of the appropriate Note or Notes executed by the Borrower, (iii) if such replacement bank is not already the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay except with respect to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank indemnification provisions under this Agreement (including, without limitation, execution Sections 1.08, 1.09, 3.03, 10.06 and delivery of new Notes to such replacement bank if such replacement bank 12.01), which shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bankReplaced Bank. It is understood and agreed that replacements pursuant to this Section 1.11 shall be effected by means of assignments which otherwise meet the applicable requirements of Section 12.04(b).
Appears in 2 contracts
Samples: Agreement (Acg Holdings Inc), Term Loan Agreement (Sullivan Graphics Inc)
Replacement of Banks. In the event that If (a) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (cx) any Bank becomes a Defaulting BankBank or otherwise defaults in its obligations to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower may within ninety (90) days of shall have the applicable eventright, if no Event of Default then existsexists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferee or Transferees (collectively, financial institution or other Person in accordance with all of the provisions of Section 10.06(a"Replacement Bank") (including execution of an appropriate Assignment)reasonably acceptable to the Majority SMA, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all obligations of such the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to lend hereunder shall be terminated (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Advances payable to such Replaced Bank and (b) an amount equal to all other obligations owed accrued, but theretofore unpaid, Fees owing to such the Replaced Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior pursuant to such replacementSection 2.01, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement shall be reasonably satisfactory to the Administrative Agent, and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if such replacement bank is not already so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (andexcept with respect to indemnification provisions under this Agreement, for avoidance of doubt, not the replacement bank) which shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank.
Appears in 2 contracts
Samples: Credit Agreement (Nabisco Inc), Credit Agreement (RJR Nabisco Inc)
Replacement of Banks. In the event that If (ai) any Bank makes a demand for payment advises Administrative Agent that the LIBOR rate will not adequately and fairly reflect the cost to such Bank of making or maintaining its Loans pursuant to Section 2.05(b)(iv), (ii) any Bank requests compensation under Section 2.07(b) or Section 2.123.01, (biii) the Borrower is required to make pay any payment in respect additional amount to any Bank or any Governmental Authority for the account of Taxes or Other Taxes any Bank pursuant to Section 2.15 3.03, (iv) it becomes unlawful for any Bank to honor its obligation to make or maintain LIBOR Rate Loans pursuant to Section 3.05, (cv) any Bank becomes defaults in its obligation to fund Loans hereunder or is otherwise a Defaulting Bank, or (vi) any Bank has not approved (or is not deemed to have approved) an increase in the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Borrowing Base proposed by Administrative Agent pursuant to Section 10.06(a) (including execution of an appropriate Assignment2.04(a), provided that (i) all obligations of such Bank to lend hereunder shall be terminated then Borrower may, at its sole expense and the Advances payable effort, upon notice to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iiiA) require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.07), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment) or (B) require such Bank to be removed as a Bank under this Agreement and the other Loan Documents with a corresponding reduction in the aggregate Maximum Loan Amount equal to the Maximum Loan Amount of such Bank; provided that (1) if such replacement bank a Bank is not already removed as a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of has paid such Bank prior to such replacement)all amounts due and owing under this Agreement and the other Loan Documents, as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution all principal, accrued interest, fees and delivery breakage costs, (2) in the case of new Notes to a required assignment of interest, Borrower shall have received the prior written consent of Administrative Agent, which consent shall not unreasonably be withheld, (3) such replacement bank if such replacement bank Bank shall so request, redelivery have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in due course the case of all other amounts) and (4) in the case of any Notes payable such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.03, such assignment will result in a reduction in such compensation or payments. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling Borrower to require such assignment and specification of the information contemplated by Schedule I as delegation cease to such replacement bank)apply.
Appears in 2 contracts
Samples: Credit Agreement (Stroud Energy Inc), Credit Agreement (Stroud Energy Inc)
Replacement of Banks. In the event The Company shall be permitted to replace any Bank that (a) any Bank makes a demand requests reimbursement for payment under amounts owing pursuant to Section 2.07(b) 10.3 or Section 2.1210.4, (b) fails to consent to any amendment to this Agreement requested by the Borrower Company which requires the consent of all of the Banks and which is required consented to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 by the Required Banks or (c) any Bank becomes defaults in its obligation to make Loans hereunder, with a Defaulting Bank, the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank with another commercial bank, replacement financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), institution; provided that (i) all obligations such replacement does not conflict with any Requirement of such Bank to lend hereunder Law, (ii) no Event of Default or Event of Default-Bankruptcy shall have occurred and be terminated and continuing at the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to time of such replacement, (iiiii) prior to any such replacement, such Bank shall have taken no action under Section 10.3(e) or 10.4 so as to eliminate the continued need for payment of amounts owing pursuant to Section 10.3 or 10.4, (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Bank on or prior to the date of replacement, (v) to the extent the Company is making a replacement pursuant to clause (b) above, the replacement financial institution shall consent to the requested amendment, (vi) the Company shall be liable to such replaced Bank under Section 2.13(a) if any Eurocurrency Loan owing to such replaced Bank shall be purchased other than on the last day of the Interest Period relating thereto, (vii) the replacement financial institution, if not already a Bank, shall be reasonably satisfactory to the Administrative Agent, (iiiviii) if the replaced Bank shall be obligated to make such replacement bank is not already a Bank hereunderin accordance with the provisions of Section 9.1 (provided that the Company shall be obligated to pay the registration and processing fee referred to therein), (ix) until such time as such replacement shall be consummated, the Borrower (and, for avoidance of doubt, not the replacement bank) Company shall pay all additional amounts (if any) required pursuant to Section 10.3 or 10.4(b), as the case may be, and (x) any such replacement shall not be deemed to be a waiver of any rights that the Company, the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning or any other Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of against the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)replaced Bank.
Appears in 2 contracts
Samples: Credit Agreement (Visteon Corp), Credit Agreement (Visteon Corp)
Replacement of Banks. In the event that (a) If any Bank (an "Affected Bank") (i) makes a demand upon the Borrowers for payment under Section 2.07(b) (or Section 2.12, (b) if the Borrower is Borrowers are otherwise required to make any payment in respect of Taxes or Other Taxes pay) amounts pursuant to Section 2.15 Sections 4.4 or 4.10 or (cii) any Bank becomes is unable to make or maintain Eurodollar Loans as a Defaulting Bankresult of a condition described in Section 4.9, the Borrower may Borrowers may, within ninety (90) 90 days of receipt of such demand or notice (or the applicable eventoccurrence of such other event causing the Borrowers to be required to pay such compensation or causing Section 4.9 to be applicable), if by notice in writing to the Agent and such Affected Bank (a "Replacement Notice") (A) request the Affected Bank to cooperate with the Borrowers in obtaining a replacement bank satisfactory to the Agent and the Borrowers (the "Replacement Bank"); (B) request the non-Affected Banks to acquire and assume all of the Affected Bank's Loans and Commitment, as provided herein, but none of such Banks shall be under an obligation to do so; or (C) designate a Replacement Bank reasonably satisfactory to the Agent. If any satisfactory Replacement Bank shall be obtained, and/or any of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, then such Affected Bank shall, so long as no Event of Default then existsshall have occurred and be continuing, replace such Bank with another commercial bankassign, financial institution or other Person in accordance with Section 17, all of its Commitment, Loans, Notes and other rights and obligations under this Credit Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the provisions case may be, in exchange for payment of Section 10.06(a) (including execution of an appropriate Assignment)the principal amount so assigned and all interest and fees accrued on the amount so assigned, provided plus all other Obligations then due and payable to the Affected Bank; provided, however, that (i) all obligations of such Bank to lend hereunder assignment shall be terminated without recourse, representation or warranty and the Advances payable shall be on terms and conditions reasonably satisfactory to such Affected Bank and all other obligations owed to such Replacement Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacementand/or non-Affected Banks, as the case may be, and (ii) prior to any such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunderassignment, the Borrower (andBorrowers shall have paid to such Affected Bank all amounts properly demanded and unreimbursed under Sections 4.4, for avoidance 4.8, 4.9 and 4.10. Upon the effective date of doubtsuch assignment, not the Borrowers shall issue replacement bank) Notes to such Replacement Bank and/or non-Affected Banks, as the case may be, and such institution shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed become a "Bank" for all purposes to be a “Bank” hereunder with a Commitment in under this Credit Agreement and the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)Loan Documents.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Waste Connections Inc/De), Revolving Credit Agreement (Waste Connections Inc/De)
Replacement of Banks. In the event that (a) If any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make shall become affected by any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bank, the Borrower may within ninety (90) days of the applicable eventchanges or events described in Section 5.1, if no Default then exists5.2, replace 5.3(b), or 5.4 above (any such Bank with another commercial bankbeing hereinafter referred to as a "Replaced Bank") and shall petition the relevant Borrowers for any increased cost or amounts thereunder, financial institution or other Person then in accordance with all such case, Guarantor (on behalf of the provisions of Section 10.06(aBorrowers) may, upon at least five (including execution of an appropriate Assignment), provided that (i5) all obligations of such Bank to lend hereunder shall be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay Business Days' notice to the Administrative Agent and such Replaced Bank, designate a replacement bank (a "Replacement Bank") acceptable to the Administrative Agent in its reasonable discretion, to which such Replaced Bank shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the relevant Borrowers and the Replaced Bank) of all amounts owed to such Replaced Bank under Section 5.1, 5.2, 5.3(b), or 5.4 above, assign all (but not less than all) of its rights, obligations, Loans and Commitment hereunder and execute an assignment fee of $3,500 in connection Assignment Agreement with such replacementReplacement Bank; provided, that all Liabilities (ivexcept Liabilities which by the terms hereof survive the payment in full of the Loans and termination of this Agreement) due and payable to the Replaced Bank shall be paid in full as of the date of such replacement shallassignment. Upon any assignment by any Bank pursuant to this Section 5.8 becoming effective, from and after such replacement, the Replacement Bank shall thereupon be deemed to be a "Bank" for all purposes of this Agreement and such Replaced Bank shall thereupon cease to be a “"Bank” hereunder with a Commitment in the amount " for all purposes of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, this Agreement and shall have all no further rights or obligations hereunder (other than pursuant to Sections 5.1, 5.2, 5.5, 11.5 and 13.4, and Sections 7.1 and 7.2 of the Guaranty while such Replaced Bank was a Bank). Notwithstanding any Replaced Bank's failure or refusal to assign its rights, duties obligations, Loans and obligations hereunder Commitment under this Section 5.8, the Replaced Bank shall cease to be a "Bank" for all purposes of this Agreement and the Replacement Bank substituted therefor upon payment to the Replaced Bank by the Replacement Bank of all amounts set forth in this Section 5.8 without any further action of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)Replaced Bank.
Appears in 2 contracts
Samples: Credit Agreement (Hilbert Stephen C), Credit Agreement (Hilbert Stephen C)
Replacement of Banks. In the event that (a) If any Bank (an "Affected Bank") (i) makes demand upon a demand Borrower for payment under Section 2.07(b(or if a Borrower is otherwise required to pay) amounts pursuant to (S)(S)5.3.2, 5.5 or Section 2.125.6, (bii) the Borrower is required unable to make any payment or maintain Eurocurrency Rate Loans as a result of a condition described in respect of Taxes or Other Taxes pursuant to Section 2.15 (S)5.10 or (ciii) any defaults in its obligation to make Loans, in accordance with the terms of this Agreement (such Bank becomes being referred to as a "Defaulting Bank"), the Borrower may Borrowers within ninety (90) days of receipt of such demand, notice (or the applicable eventoccurrence of such other event causing the Borrower to be required to pay such compensation or causing (S)5.10 to be applicable), or default, as the case may be, by notice (a "Replacement Notice") in writing to the Agent and such Affected Bank (A) request the Affected Bank to cooperate with the Borrowers in obtaining a replacement bank satisfactory to the Agent and the Borrower (the "Replacement Bank"); (B) request the non-Affected Banks to acquire and assume all of the Affected Bank's Loans and Commitments, as provided herein, but none of such Banks shall be under an obligation to do so; or (C) designate a Replacement Bank approved by the Agent, such approval not to be unreasonably withheld or delayed. If any satisfactory Replacement Bank shall be obtained, and/or if no Default any one or more of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, then existssuch Affected Bank shall assign, replace such Bank with another commercial bank, financial institution or other Person in accordance with (S)19, all of the provisions its Commitment, Loans, Letter of Section 10.06(a) (including execution of an appropriate Assignment)Credit Participations, provided that (i) all Notes and other rights and obligations of such Bank to lend hereunder shall be terminated and the Advances payable to such Bank under this Agreement and all other obligations owed Loan Documents to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Replacement Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank).
Appears in 2 contracts
Samples: Revolving Credit Agreement (Trico Marine Services Inc), Credit Agreement (Trico Marine Services Inc)
Replacement of Banks. In the event that any Bank (a "Notifying Bank") (a) shall demand payment by the Company of any Bank makes a demand for payment under Section 2.07(b) amount pursuant to subsection 2.18 or Section 2.122.19, (b) shall cause the Borrower is required to make suspension of the availability of any payment in respect of Taxes or Other Taxes Type pursuant to Section 2.15 or subsection 2.17, (c) shall have excused itself from funding a Loan pursuant to subsection 2.17, (d) shall have failed to make available a Loan on the date on which it was obligated to do so or (e) shall have failed to consent to any Bank becomes a Defaulting Bankwaiver, amendment or modification of this Agreement that has been consented to by the Required Banks, the Borrower may within ninety (90) days of the applicable eventCompany may, if no Default then exists, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Bank to lend hereunder shall be terminated and the Advances payable upon notice to such Notifying Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, nominate a new financial institution or group of financial institutions willing to participate in the facility in the place of such Notifying Bank (iii) if "Replacement Bank"). Upon receipt of such replacement bank is not already a Bank hereunder, notice from the Borrower (and, for avoidance Company and upon the consent of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 as to the Replacement Bank, which consent shall not be unreasonably withheld, such Notifying Bank shall be obligated to transfer without recourse, representation, warranty (other than that it has not in connection with such replacementany way transferred, (ivassigned, encumbered, sold or conveyed its rights under its Loans) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior or expense to such replacement Notifying Bank, all of its rights (plusother than rights that would survive the termination of this Agreement pursuant to subsections 2.18, if such replacement bank is already a 2.19, 2.20 and 9.5) and obligations hereunder to the Replacement Bank; provided that the Replacement Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have satisfies all of the rightsrequirements of this Agreement and pays such Notifying Bank all amounts owing to such Notifying Bank under this Agreement and the Company pays such Notifying Bank any funding losses incurred pursuant to subsection 2.20, duties and obligations hereunder if any, as a result of such replacement. This subsection 2.24 shall in no way affect the right of the Company to replace, remove or add a Bank being replaced, and (v) such pursuant to any other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement provision of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Cit Group Inc), Credit Agreement (Cit Group Inc)
Replacement of Banks. In the event that (a) If any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes requests compensation pursuant to Section 2.15 9.3 or (c) 11.1 hereof, or any Bank's obligations to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 hereof, or any Bank declines to extend the Termination Date pursuant to Section 3.2 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank, or that declines to extend the Termination Date, being herein called a "Subject Bank"), the Borrower, upon three Business Days' notice, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower may within ninety (90) days and the Agent which transfers all of the applicable eventits right, if no Default then exists, replace title and interest under this Agreement and such Bank with another commercial bank, Subject Bank's Note to any bank or other financial institution or other Person in accordance with (a "Proposed Bank") identified by the Borrower that is satisfactory to the Agent (i) if such Proposed Bank agrees to assume all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Subject Bank hereunder, and to lend hereunder shall be terminated purchase all of such Subject Bank's Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank's Loans, together with interest thereon to the date of such purchase, and the Advances payable satisfactory arrangements are made for payment to such Subject Bank and of all other obligations owed amounts payable hereunder to such Subject Bank hereunder shall be purchased in full without recourse at par plus accrued interest at on or prior to the date of such replacementtransfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank's Loans were being prepaid in full on such date) and (ii) if such replacement Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank's aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank's Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed "Bank" for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (North Shore Gas Co /Il/), Credit Agreement (North Shore Gas Co /Il/)
Replacement of Banks. In the event that (a) If any Bank (an “Affected Bank”) (i) makes a demand upon Borrowers for payment under Section 2.07(b) (or Section 2.12, (b) the Borrower is if Borrowers are otherwise required to make any payment in respect of Taxes or Other Taxes pay) Additional Costs pursuant to Section 2.15 3.01 or (cii) any gives notice to Borrowers that such Bank becomes is unable to make or maintain a Defaulting BankLIBOR Loan as a result of a condition described in Section 3.03 or clause (2) of Section 3.02, the Borrower may Borrowers may, within ninety (90) days of receipt of such demand or notice (or the applicable eventoccurrence of such other event causing Borrowers to be required to pay Additional Costs or causing said Section 3.03 or clause (2) of Section 3.02 to be applicable), if no Default then existsas the case may be, give notice (a “Replacement Notice”) to Administrative Agent (which will promptly forward a copy of such notice to each Bank) of Borrowers’ intention either (x) to prepay in full the Affected Bank’s Notes and to terminate the Affected Bank’s entire Loan Commitment or (y) to replace such the Affected Bank with another commercial bank, financial institution (the “Replacement Bank”) designated in such Replacement Notice. In the event Borrowers opt to give the notice provided for in clause (x) above, and if the Affected Bank shall not agree within thirty (30) days of its receipt thereof to waive the payment of the Additional Costs in question or the effect of the circumstances described in Section 3.03 or clause (2) of Section 3.02, then, so long as no Default or Event of Default shall exist, Borrowers may (notwithstanding the provisions of clause (2) of Section 2.11(a)) terminate the Affected Bank’s entire Loan Commitment, provided that in connection therewith it pays to the Affected Bank all outstanding principal and accrued and unpaid interest under the Affected Bank’s Notes, together with all other Person amounts, if any, due from Borrowers to the Affected Bank, including all amounts properly demanded and unreimbursed under this Article III. In the event Borrowers opt to give the notice provided for in accordance with clause (y) above, and if (i) Administrative Agent shall, within thirty (30) days of its receipt of the Replacement Notice, notify Borrowers and each Bank in writing that the proposed Replacement Bank is reasonably satisfactory to Administrative Agent and (ii) the Affected Bank shall not, prior to the end of such thirty (30)-day period, agree to waive the payment of the Additional Costs in question or the effect of the circumstances described in Section 3.03 or clause (2) of Section 3.02, then the Affected Bank shall, so long as no Default or Event of Default shall exist, assign its Notes and all of its rights and obligations under this Agreement and the other Loan Documents to the Replacement Bank, and the Replacement Bank shall assume all of the provisions of Section 10.06(a) (including execution Affected Bank’s rights and obligations, pursuant to an agreement, substantially in the form of an appropriate Assignment)Assignment and Assumption Agreement, provided that (i) all obligations of such executed by the Affected Bank to lend hereunder shall be terminated and the Advances payable to Replacement Bank. In connection with such Bank assignment and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunderassumption, the Borrower (and, for avoidance of doubt, not the replacement bank) Replacement Bank shall pay to the Affected Bank an amount equal to the outstanding principal amount under the Affected Bank’s Notes plus all interest accrued thereon, plus all other amounts, if any (other than the Additional Costs in question), then due and payable to the Affected Bank; provided, however, that prior to or simultaneously with any such assignment and assumption, Borrowers shall have paid to such Affected Bank all amounts properly demanded and unreimbursed under this Article III. Upon the effective date of such assignment and assumption and the payment by the Replacement Bank to Administrative Agent an assignment fee of $3,500 in connection with such replacementa fee, (iv) such replacement shallfor Administrative Agent’s own account, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of $3,500, the respective Commitment of the assigning Replacement Bank immediately prior to such replacement (plus, if such replacement bank is already shall become a Bank prior Party to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the Affected Bank shall be released from its obligations hereunder, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this Section, substitute Notes shall be issued to the Replacement Bank by the Borrowers, in exchange for the return of the rightsAffected Bank’s Notes. The obligations evidenced by such substitute Notes shall constitute “Obligations” for all purposes of this Agreement and the other Loan Documents and shall be secured by the Mortgages. In connection with the Borrowers’ execution of substitute Notes as aforesaid, duties and obligations hereunder Borrowers shall deliver to Administrative Agent such evidence of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitationdue authorization, execution and delivery of new the substitute Notes to such replacement bank if such replacement bank shall so and any related documents as Administrative Agent may reasonably request. If the Replacement Bank is not incorporated under the Laws of the United States or a state thereof, redelivery it shall, prior to the Borrower in due course first date on which interest or fees are payable hereunder for its account, deliver to Borrowers and Administrative Agent certification as to exemption from deduction or withholding of any Notes payable United States federal income taxes in accordance with Section 10.13. Each Borrower, Administrative Agent and the Banks shall execute such modifications to such Bank the Loan Documents as shall be reasonably required in connection with and specification of to effectuate the information contemplated by Schedule I as to such replacement bank)foregoing.
Appears in 2 contracts
Samples: Assignment and Assumption Agreement (Taubman Centers Inc), Assignment and Assumption Agreement (Taubman Centers Inc)
Replacement of Banks. In the event that (ax) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) If any Bank becomes a Defaulting Bank, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower may within ninety increased costs in excess of those being generally charged by the other Banks or (90z) days in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the applicable eventRequired Banks as provided in Section 12.12(b), the Borrower shall have the right, if no Default payment Default, or no Event of Default, then exists, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferee or Transferees reasonably acceptable to the Agent, financial institution or other Person in accordance with all none of whom shall constitute a Defaulting Bank at the provisions time of Section 10.06(a) such replacement (including execution of an appropriate Assignmentcollectively, the "Replacement Bank"), provided that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all obligations fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to lend hereunder shall be terminated and Section 3.01, (y) the Advances payable Letter of Credit Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit to the extent such amount was not theretofore funded by such Replaced Bank and all other obligations owed (z) BTCo an amount equal to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior Replaced Bank's Percentage of any Mandatory Borrowing to the extent such replacementamount was not theretofore funded by such Replaced Bank, and (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution all such amounts, if any, due and delivery owing under Section 1.11) of new Notes the Borrower due and owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such replacement bank Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 and, if such replacement bank shall so requestrequested by the Replacement Bank, redelivery delivery to the Borrower in due course of any Notes payable to such Replacement Bank and specification of the information contemplated appropriate Revolving Note or Revolving Notes executed by Schedule I the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such replacement bank)Replaced Bank and (y) Annex I shall be deemed modified to reflect the changed Revolving Loan Commitments resulting from the assignment from the Replaced Bank to the Replacement Bank.
Appears in 2 contracts
Samples: Credit Agreement (Therma Wave Inc), Credit Agreement (Therma Wave Inc)
Replacement of Banks. In (a)(i) Upon the occurrence of any event that giving rise to the operation of Section 1.11(a)(ii) or (a) iii), Section 1.11(c), Section 2.06 or Section 4.04 with respect to any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) which results in such Bank charging to any Borrower increased costs in excess of those being generally charged to such Borrower by the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 other Banks or (cii) any Bank becomes a Defaulting Bankas and to the extent provided in Section 13.12(b), the Borrower may within ninety (90) days Company shall have the right, in accordance with the requirements of the applicable eventSection 13.04(b), if no Default then existsor Event of Default will exist after giving effect to such replacement, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferee or Transferees (collectively, financial institution or other Person in accordance with all of the provisions of Section 10.06(a"Replacement Bank") (including execution of an appropriate Assignment)acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the entire Revolving Loan Commitment and Local Currency Commitment and all outstanding Revolving Loans and/or Local Currency Loans, as the case may be, of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank and an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time, (B) an amount equal to the principal of, and all accrued interest on, all outstanding Local Currency Loans of the Replaced Bank or any of its Local Affiliates and (C) an amount equal to all accrued, but theretofore unpaid, Fees and all other amounts due hereunder owing to the Replaced Bank pursuant to Section 3.01 and (y) ABN AMRO an amount equal to such Replaced Bank's Percentage of any Mandatory Borrowings and any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of such the Borrowers owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and paid in full by the Advances payable Borrowers to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection concurrently with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank).
Appears in 2 contracts
Samples: Global Revolving Credit Agreement (Sealed Air Corp/De), Assignment and Assumption Agreement (Sealed Air Corp/De)
Replacement of Banks. In the event that (a) any Bank makes a demand for payment under Section 2.07(b2.09(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bank2.14, the Borrower may within ninety (90) days of the applicable eventsuch demand, if no Default or Event of Default then exists, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment); provided, provided that that, (i) all obligations of such Bank to lend hereunder shall be terminated and the Advances Note payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for the avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has all of the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so requestbank, redelivery to the Borrower in due course of any the Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank).
Appears in 2 contracts
Samples: Bridge Loan Agreement (Brinker International Inc), Bridge Loan Agreement (Brinker International Inc)
Replacement of Banks. In the event that (a) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) If any Bank becomes a Defaulting Delinquent Bank, if any Bank delivers a certificate pursuant to ss.8.18, if any Bank requires the Borrower to pay any additional amounts to it pursuant to ss.8.12.2, or if any Bank fails to consent to a waiver or amendment which requires the consent of all of the Banks (hereinafter such Bank shall be referred to as a "Replaced Bank"), then in such case, the Borrower may within ninety may, upon at least five (905) days of Business Days' notice to the applicable eventAgents and such Replaced Bank, if no Default then existsdesignate a replacement lender (a "Replacement Bank") for such Replaced Bank, replace such which Replacement Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Bank to lend hereunder shall be terminated and reasonably acceptable to the Advances payable Agents. Such Replaced Bank shall thereafter assign, subject to such Bank and its receipt (unless a later date for the remittance thereof shall be agreed to by the Replaced Bank) of all other obligations amounts owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Replaced Bank hereunder, the Borrower all (and, for avoidance but not less than all) of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties its rights and obligations hereunder pursuant to an Assignment and Acceptance and pursuant to the terms of ss.22 hereof. Upon the effectiveness of such Assignment and Acceptance, the Replacement Bank being replaced, shall become a Bank hereunder and (v) such other actions the Replaced Bank shall be taken by the Borrowerreleased from its obligations hereunder, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery in each case to the Borrower extent provided in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)ss.22.1 hereof.
Appears in 2 contracts
Samples: Loan and Gold Consignment Agreement (Commemorative Brands Inc), Gold Consignment Agreement (Commemorative Brands Inc)
Replacement of Banks. In the event that (a) If any Bank makes becomes a demand for payment Defaulting Bank or if any Bank requests compensation under Section 2.07(b) 4.4 or Section 2.12, (b) if the Borrower is required to make pay any payment in respect of Indemnified Taxes or Other Taxes additional amounts to any Bank or any governmental authority for the account of any Bank pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bank5.5, then the Borrower may within ninety (90) days of the applicable eventmay, if no Default then existsat its sole expense and effort, replace upon notice to such Bank with another commercial bankand the Agent, financial institution or other Person require such Bank to assign and delegate, without recourse (in accordance with all of and subject to the provisions of restrictions contained in Section 10.06(a) (including execution of an appropriate Assignment11.5), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) all obligations the Borrower shall have received the prior written consent of such Bank to lend hereunder the Agent, which consent shall not unreasonably be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at withheld, conditioned or prior to such replacementdelayed, (ii) such replacement Bank shall be reasonably satisfactory have received payment of an amount equal to the Administrative Agentoutstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, 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), (iii) if in the case of any such replacement bank is not already assignment resulting from a Bank hereunderclaim for compensation under Section 4.4 or payments required to be made pursuant to Section 5.5, the Borrower (andsuch assignment will result in a reduction in such compensation or payments, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, and (iv) such replacement shallassignment does not conflict with applicable laws. A Bank shall not be required to make any such assignment and delegation if, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacementthereto, the respective Commitment of circumstances entitling the Borrower to require such Bank prior assignment and delegation cease to such replacement), as such amount apply. Each party hereto agrees that (a) an assignment required pursuant to this Section 5.8 may be changed from time effected pursuant to time pursuant hereto, an Assignment Certificate executed and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken delivered by the Borrower, the Agent and the assignee and (b) the Bank required to make such Bank assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such replacement bank as may be appropriate to effect assignment, the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes other parties to such replacement bank if assignment agree to execute and deliver such replacement bank documents necessary to evidence such assignment as reasonably requested by the applicable Bank, provided, further that any such documents shall so request, redelivery be without recourse to or warranty by the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)parties thereto.
Appears in 2 contracts
Samples: Term Loan Agreement (Solventum Corp), Credit Agreement (Solventum Corp)
Replacement of Banks. In the event that If (aw) any Bank makes becomes a demand for payment under Section 2.07(b) or Section 2.12Non-Continuing Bank, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (cx) any Bank becomes a Defaulting BankBank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11, Section 2.05 or Section 4.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower may within ninety (90) days of shall have the applicable eventright, if no Event of Default then existsexists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferee or Transferees (collectively, financial institution or other Person in accordance with all of the provisions of Section 10.06(a"Replacement Bank") (including execution of an appropriate Assignment)reasonably acceptable to the Majority SMA, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all obligations of such the Commitment and outstanding Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to lend hereunder shall be terminated (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Advances payable Replaced Bank, (b) an amount equal to such Replaced Bank's Adjusted Percentage of all Unpaid Drawings that have been funded by such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (c) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and all other obligations owed (y) the appropriate Letter of Credit Issuer an amount equal to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to Replaced Bank's Adjusted Percentage of any Unpaid Drawing not funded by such replacementReplaced Bank, (ii) such replacement all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be reasonably satisfactory paid in full to the Administrative Agent, (iii) if such replacement bank is not already a Replaced Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection concurrently with such replacement, (iii) the Maturity Date applicable to the Replacement Bank's Commitment shall be the Final Maturity Date then in effect and (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount event that such Replaced Bank is a party to the 364 DF Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the 364 DF Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective Commitment assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken appropriate Note executed by the Borrower, such the Replacement Bank shall become a Bank hereunder and such replacement bank as may be appropriate the Replaced Bank shall cease to effect the replacement of such constitute a Bank hereunder, except with such replacement bank on terms such that such replacement bank has the same rightsrespect to indemnification provisions under this Agreement, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank which shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank.
Appears in 2 contracts
Samples: Nabisco Credit Agreement (Nabisco Inc), Nabisco Credit Agreement (RJR Nabisco Inc)
Replacement of Banks. In the event that If (ai) any Bank makes a demand for requests payment under Section 2.07(b) of, or Section 2.12, (b) the Borrower is otherwise required to make pay to any payment in respect of Taxes or Other Taxes Bank, any amount pursuant to Section 2.15 8.03, or (cii) if any Bank becomes a Defaulting Bank, then the Borrower may within ninety (90) days of the applicable eventmay, if no Default then existsat its sole expense and effort, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Bank to lend hereunder shall be terminated and the Advances payable upon notice to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, require such Bank to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement to an Assignee (iii) which Assignee may be another Bank, if such replacement bank is other Bank agrees to accept such assignment) that shall assume such obligations pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit I hereto which shall be executed by such Assignee and (except as otherwise provided in this Section 2.18) such transferor Bank; provided, that (A) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not already a unreasonably be withheld, (B) such transferor Bank hereundershall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (in each case, if any), 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), which amounts shall be the only amounts payable to such transferor Bank in respect of such assignment and delegation, (C) any Bank being replaced pursuant to this Section 2.18 shall be deemed to have granted to the Administrative Agent the authority to act as its attorney-in-fact solely for the purpose of executing such Assignment and Assumption Agreement, and (D) in the case of any such assignment and delegation resulting from a request or claim for payment under Section 8.03, such assignment will result in a reduction in any payments due to such transferor Bank on a dollar-for-dollar basis to the extent that such assignment eliminates or reduces the amount that such transferor Bank is entitled to receive under Section 8.03. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. With respect to a demand for compensation from a Bank pursuant to Section 8.03(a), the Borrower’s rights under this Section 2.18 shall be an alternative to the Borrower’s rights under Section 8.04. Upon execution and delivery by the Assignee and (except as otherwise provided in this Section 2.18) the transferor Bank of the Assignment and Assumption Agreement referred to above and payment by such Assignee to such transferor Bank of the amount (if any) payable by such Assignee pursuant to clause (B) above: (1) such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment equal to such transferor Bank’s Commitment immediately prior to the effectiveness of such assignment and delegation (or, if there is more than one Assignee, the respective portion of such Commitment agreed to be assumed by each such Assignee); provided, that if any Assignee is the Borrower, a Subsidiary or a Consolidated Subsidiary of the Borrower, the transferor Bank’s rights and obligations with respect to its Commitment may be so assigned provided that such transferor Bank does not hold any Loans, and, so long as such Assignee holds such Commitment, with respect to (I) any waiver, amendment or modification of the Credit Agreement or (II) any instruction or authorization given to the Administrative Agent under the Credit Agreement, such Assignee shall be deemed to have approved or joined in such waiver, amendment or modification, such request or such instruction or authorization if it has otherwise been agreed or consented to, or joined in, by the Required Banks, calculated for this purpose on a basis that disregards (for the avoidance of doubt, in both the numerator and the denominator) the amount of such Commitment; and (2) the transferor Bank shall be released from its future obligations hereunder (but not from any obligation or liability arising prior to the replacement bankeffectiveness of such assignment and delegation, nor, in the case of a Defaulting Bank, from any obligation or liability arising in respect of the matter(s) as a result of which such Bank is a Defaulting Bank). Upon the consummation of any such assignment and delegation, the transferor Bank, the Administrative Agent and the Borrower shall pay make appropriate arrangements so that, if required, a new Note is issued to the Assignee. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 2.16. In connection with any assignment pursuant to this Section 2.18, (I) the Borrower shall cause to be paid to the Administrative Agent an administrative fee for processing such assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced$3,500, and (vII) notwithstanding anything to the contrary set forth herein, if the transferor Bank does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption Agreement reflecting such other actions assignment within five Domestic Business Days of the date on which the Assignee executes and delivers such Assignment and Assumption Agreement to the transferor Bank, then such transferor Bank shall be taken by the Borrower, deemed to have executed and delivered such Bank Assignment and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)Assumption Agreement.’
Appears in 2 contracts
Samples: Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Replacement of Banks. In the event The Company shall be permitted to replace any Bank that (a) any Bank makes a demand requests reimbursement for payment under Section 2.07(bamounts owing pursuant to subsection 2.12 or 2.13(a) or Section 2.12, (b) the Borrower is required defaults in its obligation to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes Loans hereunder, with a Defaulting Bank, the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank with another commercial bank, replacement financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), institution; provided that (i) all obligations such replacement does not conflict with any Requirement of such Bank to lend hereunder shall be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacementLaw, (ii) prior to any such replacement, such Bank shall have taken no action under subsection 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to subsection 2.12 or 2.13(a), (iii) the replacement financial institution shall purchase, at par, all Loans (and any Notes evidencing such Loans) and other amounts owing to such replaced Bank on or prior to the date of replacement (which amounts shall include such replaced Bank's share of accrued fees and accrued interest), (iv) the Company shall be liable to such replaced Bank under subsection 2.14 if any Eurodollar Loan owing to such replaced Bank shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Bank, shall be reasonably satisfactory to the Administrative Agent, (iiivi) if the replaced Bank shall be obligated to make such replacement bank is not already a Bank hereunderin accordance with the provisions of subsection 8.6 (provided that the Company shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower (and, for avoidance of doubt, not the replacement bank) Company shall pay all additional amounts (if any) required pursuant to subsection 2.12 or 2.13(a), as the Administrative Agent an assignment fee of $3,500 in connection with such replacementcase may be, and (ivviii) any such replacement shall, from and after such replacement, shall not be deemed for all purposes to be a “Bank” hereunder with a Commitment in waiver of any rights that the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacementCompany, the respective Commitment of such Agent or any other Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of against the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)replaced Bank.
Appears in 2 contracts
Samples: Credit Agreement (Hca Inc/Tn), Credit Agreement (Hca Inc/Tn)
Replacement of Banks. In the event that CFC shall be permitted to replace any Bank which (a) any Bank makes a demand requests reimbursement for payment under amounts owing pursuant to Section 2.07(b) 2.5, 4.10, 4.11 or Section 2.12, 4.13 or (b) the Borrower is required defaults in its obligation to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes Loans, with a Defaulting replacement Commercial Bank, the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), ; provided that (i) all obligations such replacement does not conflict with any Requirement of such Bank to lend hereunder Law, (ii) no Event of Default shall have occurred and be terminated and continuing at the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to time of such replacement, (iiiii) the relevant Facility Borrower shall repay (or the replacement Commercial Bank shall purchase, at par) all Loans (other than Bankers' Acceptances) and other amounts (including accrued interest) owing to such replaced Bank concurrently with such replacement, (iv) in the case of any replaced C$ Banks, (x) CCCL shall Defease all Bankers' Acceptances accepted by such replaced Bank and (y) CCCL shall give the Canadian Administrative Agent notice of such Defeasance, (v) CFC shall be liable to such replaced Bank under Section 4.12 if any Eurodollar Loan owing to such replaced Bank shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (vi) the replacement Commercial Bank, if not already a Bank, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (iiivii) if the replaced Bank shall be obligated to make such replacement bank is not already a Bank hereunderin accordance with the provisions of Section 12.7 (provided that CFC 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 (and, for avoidance of doubt, not the replacement bank) Facility Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.5, 4.10, 4.11 or 4.13, as the Administrative Agent an assignment fee of $3,500 in connection with such replacementcase may be, and (ivix) any such replacement shall, from and after such replacement, shall not be deemed for all purposes to be a “Bank” hereunder with a Commitment in waiver of any rights which the amount of the respective Commitment of the assigning Facility Borrowers, any Agent or any other Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of against the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)replaced Bank.
Appears in 2 contracts
Samples: Term Revolving Credit Agreement (Chrysler Financial Corp), Term Revolving Credit Agreement (Chrysler Financial Corp)
Replacement of Banks. In (x) Upon the occurrence of any event that giving rise to the operation of Section 1.10(a)(ii) or (a) iii), Section 1.10(c), 2.06 or Section 4.04 with respect to any Bank makes a demand for payment under Section 2.07(b) or Section 2.12which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks, (by) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any if a Bank becomes a Defaulting BankBank and/or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks or Super Majority Banks, as the case may be, as provided in Section 12.12, the Borrower may within ninety (90) days of shall have the applicable eventright, if no Default or Event of Default then exists, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other transferee or transferees who shall be acceptable to the Agent and none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, financial institution or other Person in accordance with all of the provisions of Section 10.06(a"Replacement Bank") (including execution of an appropriate Assignment)reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (B) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and (ii) all obligations of such the Borrower owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to concurrently with such replacement. Upon the execution of the respective Assignment Agreement, the payment of amounts referred to in clauses (i) and (ii) such replacement shall be reasonably satisfactory above and, if so requested by the Replacement Bank, delivery to the Administrative AgentReplacement Bank of the appropriate Note or Notes executed by the Borrower, (iii) if such replacement bank is not already the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay except with respect to indemnification provisions applicable to the Administrative Agent an assignment fee of $3,500 in connection with such replacementReplaced Bank under this Agreement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and which shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank.
Appears in 2 contracts
Samples: Credit Agreement (Universal Outdoor Holdings Inc), Consolidation And (Universal Outdoor Inc)
Replacement of Banks. In the event that (a) If any Bank (an “Affected Bank”) (1) makes a demand upon the Borrower for payment under Section 2.07(b) (or Section 2.12, (b) if the Borrower is otherwise required to make any payment in respect of Taxes or Other Taxes pay) amounts pursuant to Section 2.15 §§5.5 or (c) any Bank becomes a Defaulting Bank, the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Bank to lend hereunder shall be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement5.6, (ii) is unable to make or maintain Eurodollar Loans as a result of a condition described in §5.4 or (iii) defaults in its obligation to make Loans or to participate in Letters of Credit in accordance with the terms of this Agreement (such Bank being referred to as a “Defaulting Bank”), the Borrower may, within 90 days of receipt of such demand, notice (or the occurrence of such other event causing the Borrower to be required to pay such compensation or causing §5.4 to be applicable), or default, as the case may be, by notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Bank (A) request the Affected Bank to cooperate with the Borrower in obtaining a replacement bank satisfactory to the Administrative Agent and the Borrower (the “Replacement Bank”) as provided herein, but none of such Banks shall be under an obligation to find a Replacement Bank; (B) request the non-Affected Banks to acquire and assume all of the Affected Bank’s Loans and Commitment, and to participate in Letters of Credit as provided herein, but none of such Banks shall be under an obligation to do so; or (C) designate a Replacement Bank reasonably satisfactory to the Administrative Agent. If any satisfactory Replacement Bank shall be obtained, and/or any of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank’s Loans and Commitment, and to participate in Letters of Credit, then such Affected Bank shall, so long as no Event of Default shall have occurred and be continuing, assign, in accordance with §20, all of its Commitment, Loans, and other rights and obligations under this Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Bank; provided, however, that (iiix) if such replacement bank is not already a assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Bank hereunderand such Replacement Bank and/or non-Affected Banks, as the case may be, and (y) prior to any such assignment, the Borrower (andshall have paid to such Affected Bank all amounts properly demanded and unreimbursed under §§5.5, for avoidance 5.6 and 5.8. Upon the effective date of doubtsuch assignment, not the replacement bank) such Replacement Bank shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be become a “Bank” hereunder with a Commitment in for all purposes under this Agreement and the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)Loan Documents.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Waste Management Inc), Revolving Credit Agreement (Waste Management Inc)
Replacement of Banks. In the event that (a) If any Bank makes a demand for payment under Section 2.07(b(i) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting BankBank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (ii) is incurring or is reasonably expected to incur costs which are or would be material in amount and are associated with a Gaming Authority's investigation of whether or not such Bank is a Qualified Person or (iii) refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 16.12(b), the Borrower may within ninety (90) days shall have the right, in accordance with the requirements of the applicable eventSection 16.04(b), if no Event of Default then existswould exist after giving effect to such replacement, to either replace such Bank (the "Replaced Bank") with another commercial bankone or more other Qualified Person or Persons, financial institution none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") acceptable to the Administrative Agent and each Issuing Bank or, at the option of the Borrower in cases where the various Tranches held by the Banks are affected differently or other Person in accordance where the respective Bank's consent is required with respect to less than all of the provisions Tranches in which it participates, to replace only (u) the Revolving Loan Commitment (and outstandings pursuant thereto) of Section 10.06(athe Replaced Bank with an identical Revolving Loan Commitment (and related outstandings) provided by the Replacement Bank, (including execution v) the Tranche A-1 Term Loans of the Replaced Bank with identical Tranche A-1 Term Loans provided by the Replacement Bank, (w) the Tranche A-2 Term Loan Commitment and/or Tranche A-2 Term Loans of the Replaced Bank with an appropriate Assignment)identical Tranche A-2 Term Loan Commitment and/or Tranche A-2 Term Loans, as the case may be, provided by the Replacement Bank, (x) the Tranche A-3 Term Loans of the Replaced Bank with identical Tranche A-3 Term Loans provided by the Replacement Bank, (y) the Tranche B-1 Term Loans of the Replaced Bank with identical Tranche B-1 Term Loans provided by the Replacement Bank and/or (z) the Tranche B-2 Term Loan Commitment and/or Tranche B-2 Term Loans of the Replaced Bank with an identical Tranche B-2 Term Loan Commitment and/or Tranche B-2 Term Loans, as the case may be, provided by the Replacement Bank, provided that (i) all obligations at the time of such Bank any replacement pursuant to lend hereunder shall be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunderthis Section 1.13, the Borrower Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 16.04(b) (and, for avoidance of doubt, not the replacement bankand with all fees payable pursuant to said Section 16.04(b) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “paid by the Replacement Bank” hereunder with a Commitment in ) pursuant to which the amount of the respective Commitment of the assigning Replacement Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have acquire all of the rightsRevolving Loan Commitment, duties and obligations hereunder Tranche A-1 Term Loans, Tranche A-2 Term Loans and/or Tranche A-2 Term Loan Commitment, as the case may be, Tranche A-3 Term Loans, Tranche B-1 Term Loans, Tranche B-2 Term Loans and/or Tranche B-2 Term Loan Commitment, as the case may be, of the Replaced Bank being replacedand, and (v) such other actions in connection therewith, shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank).pay to
Appears in 1 contract
Samples: Credit Agreement (JCC Holding Co)
Replacement of Banks. In (x) Upon the occurrence of any event that giving rise to the operation of Section 1.10(a)(ii) or (a) iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank makes a demand for payment under Section 2.07(b) or Section 2.12which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks, (by) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any if a Bank becomes a Defaulting BankBank and/or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12, the Borrower may within ninety (90) days of shall have the applicable eventright, if no Default or Event of Default then exists, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferee or Transferees, financial institution or other Person in accordance with all none of whom shall constitute a Defaulting Bank at the provisions time of Section 10.06(asuch replacement (collectively, the "Replacement Bank") (including execution of an appropriate Assignment)reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and (y) the Letter of Credit Issuer an amount equal to such Replaced Bank's RC Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of such the Borrower owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) such replacement shall be reasonably satisfactory above, the recordation of the assignment in the Register as provided in Section 12.16 and, if so requested by the Replacement Bank, delivery to the Administrative AgentReplacement Bank of the appropriate Note or Notes executed by the Borrower, (iii) if such replacement bank is not already the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay except with respect to indemnification provisions applicable to the Administrative Agent an assignment fee of $3,500 in connection with such replacementReplaced Bank under this Agreement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and which shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank.
Appears in 1 contract
Replacement of Banks. In the event that (ax) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) If any Bank becomes a Defaulting BankBank -------------------- or otherwise defaults in its obligations to make Loans as provided hereunder, (y) upon the occurrence of any event giving rise to the operation of Section 2.09(a)(ii) or (iii), Section 2.09(c), Section 2.09(d) or Section 4.04 with respect to any Bank which results in such Bank charging to the applicable Borrower increased costs in excess of those being generally charged by the other Banks, or (z) as provided in Section 12.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the applicable Borrower may within ninety (90) days of shall have the applicable eventright, if no Default or Event of Default then exists, to either replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferees, financial institution none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") acceptable to the Agent or other Person in accordance with all at the option of such Borrower, to replace only the Commitment (and outstanding pursuant thereto) of the provisions of Section 10.06(a) (including execution of Replaced Bank with an appropriate Assignment)identical Commitment provided by the Replacement Bank, provided that (i) at the time of any -------- replacement pursuant to this Section 2.12, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank, and (B) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and (ii) all obligations of such Borrower owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) such replacement shall be reasonably satisfactory above and, if so requested by the Replacement Bank, delivery to the Administrative AgentReplacement Bank of the appropriate Note or Notes executed by the respective Borrowers as provided in Section 2.05, (iii) if such replacement bank is not already the Replacement Bank shall become a Bank hereunder and, unless the respective Replaced Bank continues to have outstanding Loans hereunder, the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (andexcept with respect to indemnification provisions under this Agreement, for avoidance of doubt, not the replacement bank) which shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank.
Appears in 1 contract
Replacement of Banks. In the event that If (a) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (bx) the Borrower is required to make receives notice from -------------------- any payment in respect of Taxes Bank requesting increased costs or Other Taxes pursuant to additional amounts under Section 2.15 1.10, 2.06 or 4.04 or (cy) any a Bank becomes a Defaulting Bank, the Borrower may within ninety shall have the right, unless in the case of clause (90x) days of the applicable event, if no Default then exists, replace such Bank has removed or cured the conditions which resulted in the obligation to pay such increased costs or additional amounts or agreed to waive and otherwise forego any right it may have to any payments provided for under Sections 1.10, 2.06 and 4.04 in respect of such conditions, to replace in its entirety such Bank (the "Replaced Bank"), upon prior written notice to the Administrative Agent and such Replaced Bank, with another commercial bankone or more other Eligible Transferee or Transferees (collectively, financial institution or other Person in accordance with all of the provisions of Section 10.06(a"Replacement Bank") acceptable to the Administrative Agent (including execution of an appropriate Assignmentwhich acceptance shall not be unreasonably withheld), provided that at the time of any -------- replacement pursuant to this Section 1.13, the Replaced Bank and the Replacement Bank shall enter into one or more Assignment Agreements (appropriately completed), pursuant to which: (i) the Replacement Bank shall acquire all obligations of such the Commitment and outstanding Revolving Loans and Term Loans of, and Swingline Loans and/or Letter of Credit participations of, the Replaced Bank and, in connection therewith, shall pay (x) to lend hereunder shall be terminated the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Advances payable to such Replaced Bank and (b) an amount equal to all other obligations owed accrued, but theretofore unpaid, Fees owing to such the Replaced Bank hereunder shall be purchased pursuant to Section 3.01 and (y) to the Swingline Lender or Letter of Credit Issuer, as the case may be, any portion of a Mandatory Borrowing or the funding of an Unpaid Drawing, respectively, as to which the Replaced Bank is then in full without recourse at par plus accrued interest at or prior to such replacement, default; and (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes Replaced Bank any other amounts payable to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Replaced Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank under this Agreement (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery amounts payable under Section 1.10 and/or 1.11 which have accrued to the Borrower in due course date of any Notes payable to such Bank and specification replacement). Upon the execution of the information contemplated respective assignment documentation, the payment of amounts referred to in the preceding sentence and, if so requested by Schedule I the Replacement Bank, delivery to the Replacement Bank of a Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such replacement bank)Replaced Bank.
Appears in 1 contract
Replacement of Banks. In (x) Upon the occurrence of any event that giving rise to the operation of Section 1.10(a)(ii) or (aiii), 1.10(c) or 3.04 with respect to any Bank makes a demand for payment under Section 2.07(b) which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or Section 2.12such Bank becoming incapable of making Eurodollar Loans, (by) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any if a Bank becomes a Defaulting BankBank and/or (z) as provided in Section 11.12(b), in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks, the Borrower may within ninety (90) days of shall have the applicable eventright, if no Default or Event of Default then exists, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferee or Transferees reasonably acceptable to the Administrative Agent, financial institution or other Person in accordance with all none of which Transferees shall constitute a Defaulting Bank at the provisions time of Section 10.06(a) such replacement (including execution of an appropriate Assignmentcollectively, the "Replacement Bank"), provided that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 11.04(b) (and with all fees payable pursuant to said Section 11.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to the Replaced Bank in respect thereof an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (ii) all obligations of such the Borrower owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) such replacement shall be reasonably satisfactory above and, if so requested by the Replacement Bank, delivery to the Administrative AgentReplacement Bank of a Note executed by the Borrower, (iii) if such replacement bank is not already the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay except with respect to indemnification provisions applicable to the Administrative Agent an assignment fee of $3,500 in connection with such replacementReplaced Bank under this Agreement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and which shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank as described herein.
Appears in 1 contract
Samples: Credit Agreement (R&b Falcon Corp)
Replacement of Banks. In the event that (ax) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) If any Bank becomes a Defaulting Bank, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower may within ninety increased costs in excess of those being generally charged by the other Banks or (90z) days in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the applicable eventRequired Banks as provided in Section 12.12(b), the Borrower shall have the right, if no Default or Event of Default then existsexists or, in the case of clause (z) above, would exist after giving effect to such replacement, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferee or Transferees, financial institution or other Person in accordance with all none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Agent and, to the extent such Replacement Bank shall be assuming any portion of the provisions Total Revolving Loan Commitment, each Letter of Section 10.06(a) (including execution of an appropriate Assignment)Credit Issuer, provided that (i) all obligations at the time of such Bank any replacement pursuant to lend hereunder shall be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunderthis Section 1.13, the Borrower Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, for avoidance of doubtin connection therewith, not the replacement bank) shall pay to (x) the Administrative Agent Replaced Bank in respect thereof an assignment fee amount equal to the sum of $3,500 in connection with such replacement(A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank, (ivB) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such replacement shallReplaced Bank, from together with all then unpaid interest with respect thereto at such time and after such replacement(C) an amount equal to all accrued, be deemed for all purposes but theretofore unpaid, Fees owing to be a “Bank” hereunder with a Commitment in the amount of Replaced Bank pursuant to Section 3.01, (y) the respective Commitment Letter of the assigning Bank immediately prior Credit Issuer an amount equal to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course Replaced Bank's RL Percentage of any Notes payable Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to such Bank and specification of the information contemplated by Schedule I as to such replacement bank).-11-
Appears in 1 contract
Samples: Credit Agreement (Labtec Inc /Ma)
Replacement of Banks. In the event that (a) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) If any Bank becomes a Defaulting BankBank or upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii) or (iii), Section 1.11(c) or Section 3.05 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks, the Borrower may within ninety (90) days of shall have the applicable eventright, if no Event of Default then existshas occurred and is continuing, to replace such Bank (the “Replaced Bank”) with another commercial bankone or more Eligible Assignees, financial institution or other Person in accordance with all none of whom shall constitute a Defaulting Bank at the provisions time of Section 10.06(a) such replacement (including execution of an appropriate Assignmentcollectively, the “Replacement Bank”), provided that (i) all obligations at the time of such Bank any replacement pursuant to lend hereunder shall be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunderthis Section 1.14, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 11.04(b) (and with all fees payable pursuant to said Section 11.04(b) to be paid by the Borrower (or the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment, outstanding Loans and participations in L/C Obligations held by the Replaced Bank and, for avoidance of doubtin connection therewith, not the replacement bank) shall pay to the Administrative Agent Replaced Bank in respect thereof an assignment fee of $3,500 in connection with such replacement, amount equal to (ivA) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant heretoprincipal of, and shall have all of accrued interest on, all outstanding Loans held by the rightsReplaced Bank plus (B) all accrued, duties but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 1.07(i) and obligations hereunder of the Bank being replacedSection 2.01, and (vii) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and all obligations hereunder as such Bank (including, without limitation, execution all such amounts, if any, due and delivery owing under Section 1.12) of new Notes the Borrower due and owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such replacement bank Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 6.12 and, if such replacement bank shall so requestrequested by the Replacement Bank, redelivery delivery to the Borrower in due course of any Notes payable to such Replacement Bank and specification of the information contemplated appropriate Note or Notes executed by Schedule I the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.11, 1.12, 3.05, 10.07 and 11.01(b)), which shall survive as to such replacement bank)Replaced Bank and (y) Schedule 1 hereto shall be deemed modified to reflect the changed Commitments (and/or outstanding Loans, as the case may be) resulting from the assignment from the Replaced Bank to the Replacement Bank.
Appears in 1 contract
Samples: Credit Agreement (Universal American Financial Corp)
Replacement of Banks. In the event that If (ax) any Bank makes a demand for payment defaults in its obligations to make Revolving Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 11.12(b) or (z) any Bank is owed increased costs under Section 2.07(b1.10 (by virtue of the application of Section 1.11 or otherwise) or Section 2.123.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested by Banks constituting at least the Super-Majority Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (bz) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is required not material) such increased cost, to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bank, the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferee or Transferees (collectively, financial institution or other Person in accordance the "Replacement Bank") with all the consent of the provisions of Section 10.06(a) (including execution of an appropriate Assignment)Administrative Agent, provided which consent shall not be unreasonably withheld or delayed, PROVIDED that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to which the Replacement Bank shall acquire all of the Revolving Loan Commitment and outstanding Revolving Loans of the Replaced Bank and, in connection therewith, shall pay to the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01 hereof and (ii) all obligations of such the Borrower owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) such replacement shall be reasonably satisfactory above and, if so requested by the Replacement Bank, delivery to the Administrative AgentReplacement Bank of the appropriate Revolving Note executed by the Borrower, (iii) if such replacement bank is not already the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (andexcept with respect to indemnifications under this Agreement pursuant to Section 1.10, for avoidance of doubt1.11, not the replacement bank) 3.04, 11.01 and 11.06, which shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank.
Appears in 1 contract
Replacement of Banks. In If the event Borrower is required pursuant to Section 2.07(c), 2.11 or 2.12 to make any additional payment to any Bank or if any Bank's obligation to make or continue, or to convert Reference Advances into, Eurodollar Advances shall be suspended pursuant to 2.02(c)(ii) or 2.04(c) (any Bank so affected, an "Affected Bank "), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Bank as a Bank party to this Agreement, provided that (a) any Bank makes a demand for payment under Section 2.07(b) no Default or Section 2.12, Event of Default shall have occurred and be continuing at the time of such replacement; (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bank, the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Bank to lend hereunder shall be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to at the Administrative AgentBorrower's sole expense and effort, including the payment of the administrative fee referenced in Section 9.06(a); (iiic) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection concurrently with such replacement, another bank or other entity (ivwhich entity shall be an Eligible Assignee) shall agree, as of such replacement shalldate, from to purchase for cash the Advances and after such replacement, be deemed other Obligations due to the Affected Bank pursuant to an assignment substantially in the form of Exhibit A and to become a Bank for all purposes under this Agreement and to be a “Bank” hereunder with a Commitment in the amount assume all obligations of the respective Commitment Affected Bank which as to the Affected Bank shall be terminated as of such date and to comply with the assigning Bank immediately prior requirements of Section 9.06 applicable to such replacement assignments; and (plus, if such replacement bank is already a Bank prior to d) concurrently with such replacement, the respective Commitment Borrower shall pay to such Affected Bank in same day funds on the day of such Bank prior replacement all interest, fees and other amounts then accrued but unpaid to such replacementAffected Bank by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Bank under Sections 2.07(c), 2.11 and 2.12. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as such amount may be changed from time to time pursuant hereto, and shall have all a result of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken a waiver by the Borrower, such Bank and such replacement bank or Issuing Bank, as may be appropriate to effect applicable, or otherwise, the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to circumstances entitling the Borrower in due course of any Notes payable to require such Bank assignment and specification of the information contemplated by Schedule I as delegation cease to such replacement bank)apply.
Appears in 1 contract
Replacement of Banks. In the event that (a) If any Bank (an "Affected Bank") (i) makes a demand upon the Borrowers for payment under Section 2.07(b(or if Borrowers are otherwise required to pay) amounts pursuant to ss.ss.4.2(b), 4.4 or Section 2.124.5, (bii) the Borrower is required unable to make any payment or maintain LIBOR Loans as a result of a condition described in respect of Taxes or Other Taxes pursuant to Section 2.15 ss.4.11, or (ciii) any Bank becomes a Defaulting Bank, the Borrower may within ninety (90) days defaults in its obligation to make Loans or participate in Letters of the applicable event, if no Default then exists, replace such Bank with another commercial bank, financial institution or other Person Credit in accordance with the terms of this Agreement, the Borrowers or the Agent may, within 90 days of receipt of such demand, notice (or the occurrence of such other event causing the Borrowers to be required to pay such compensation or causing ss.4.11 to be applicable) or default, as the case may be, by notice (a "Replacement Notice") in writing to such Affected Bank and the Agent or Borrowers, as applicable, (A) request the Affected Bank to cooperate with the Borrowers in obtaining a replacement bank satisfactory to the Agent and the Borrowers (the "Replacement Bank"); (B) request the non-Affected Banks to acquire and assume all of the provisions Affected Bank's Loans and Commitment and participate in Letters of Section 10.06(aCredit as provided herein, but none of such Banks shall be under an obligation to do so; or (C) (including execution designate a Replacement Bank reasonably satisfactory to the Agent or Borrowers, as applicable. If any satisfactory Replacement Bank shall be obtained, and/or any of an appropriate Assignment)the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment and participate in Letters of Credit, provided then such Affected Bank shall, so long as no Event of Default shall have occurred and be continuing, assign, in accordance with ss.17, all of its Commitment, Loans, Notes and other rights and obligations under this Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Bank; provided, however, that (i) all obligations of such Bank to lend hereunder assignment shall be terminated without recourse, representation or warranty and the Advances payable shall be on terms and conditions reasonably satisfactory to such Affected Bank and all other obligations owed to such Replacement Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacementand/or non-Affected Banks, as the case may be, and (ii) prior to any such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunderassignment, the Borrower (andBorrowers shall have paid to such Affected Bank all amounts properly demanded and unreimbursed under ss.ss.4.2(b), for avoidance 4.4, 4.5 or 4.8. Upon the effective date of doubtsuch assignment the Borrowers shall issue replacement Notes to such Replacement Bank and/or non-Affected Banks, not as the replacement bank) case may be, and such Replacement Bank shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed become a "Bank" for all purposes to be a “Bank” hereunder with a Commitment in under this Agreement and the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)Loan Documents.
Appears in 1 contract
Replacement of Banks. In the event that (ax) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) If any Bank becomes a Defaulting -------------------- Bank, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower may within ninety (90) days of shall have the applicable eventright, if no Default payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferee or Transferees, financial institution or other Person in accordance with all none of whom shall constitute a Defaulting Bank at the provisions time of Section 10.06(asuch replacement (collectively, the "Replacement Bank") (including execution of an appropriate Assignment)reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all obligations fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to lend hereunder shall be terminated and Section 3.01, (y) the Advances payable respective Letter of Credit Issuer an amount equal to such Replaced Bank's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Bank and all other obligations owed (z) BTCo an amount equal to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior Replaced Bank's RL Percentage of any Mandatory Borrowing to the extent such replacementamount was not theretofore funded by such Replaced Bank, and (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery all such amounts, if any, owing under Section 1.11) of new Notes the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such replacement bank Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to Section 7.13 and, if such replacement bank shall so requestrequested by the Replacement Bank, redelivery delivery to the Borrower in due course of any Notes payable to such Replacement Bank and specification of the information contemplated appropriate Note or Notes executed by Schedule I the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such replacement bank)Replaced Bank and (y) Annex I hereto shall be deemed modified to reflect the changed Commitments (and/or outstanding Term Loans, as the case may be) resulting from the assignment from the Replaced Bank to the Replacement Bank.
Appears in 1 contract
Replacement of Banks. In the event that (ax) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) If any Bank becomes a Defaulting -------------------- Bank, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower may within ninety (90) days of shall have the applicable eventright, if no Default payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferee or Transferees, financial institution or other Person in accordance with all none of whom shall constitute a Defaulting Bank at the provisions time of Section 10.06(asuch replacement (collectively, the "Replacement Bank") (including execution of an appropriate Assignment)reasonably acceptable to the Agent, provided that (i) at the time of any replacement -------- pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all obligations fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to lend hereunder shall be terminated and Section 3.01, (y) the Advances payable respective Letter of Credit Issuer an amount equal to such Replaced Bank's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Bank and all other obligations owed (z) BTCo an amount equal to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior Replaced Bank's RL Percentage of any Mandatory Borrowing to the extent such replacementamount was not theretofore funded by such Replaced Bank, and (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution all such amounts, if any, due and delivery owing under Section 1.11) of new Notes the Borrower due and owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such replacement bank Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 and, if such replacement bank shall so requestrequested by the Replacement Bank, redelivery delivery to the Borrower in due course of any Notes payable to such Replacement Bank and specification of the information contemplated appropriate Note or Notes executed by Schedule I the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such replacement bank)Replaced Bank and (y) Annex I hereto shall be deemed modified to reflect the changed Commitments (and/or outstanding Term Loans, as the case may be) resulting from the assignment from the Replaced Bank to the Replacement Bank.
Appears in 1 contract
Replacement of Banks. In the event that If (ax) any Bank makes a demand for payment defaults in its obligations to make Revolving Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 11.12(b) or (z) any Bank is owed increased costs under Section 2.07(b1.10 (by virtue of the application of Section 1.11 or otherwise) or Section 2.123.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested by Banks constituting at least the Super-Majority Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (bz) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is required not material) such increased cost, to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bank, the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferee or Transferees (collectively, financial institution or other Person in accordance the "Replacement Bank") with all the consent of the provisions of Section 10.06(a) (including execution of an appropriate Assignment)Agent, provided which consent shall not be unreasonably withheld or delayed, PROVIDED that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to which the Replacement Bank shall acquire all of the Revolving Loan Commitment and outstanding Revolving Loans of the Replaced Bank and, in connection therewith, shall pay to the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01 hereof and (ii) all obligations of such the Borrower owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) such replacement shall be reasonably satisfactory above and, if so requested by the Replacement Bank, delivery to the Administrative AgentReplacement Bank of the appropriate Revolving Note executed by the Borrower, (iii) if such replacement bank is not already the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (andexcept with respect to indem- nifications under this Agreement pursuant to Section 1.10, for avoidance of doubt1.11, not the replacement bank) 3.04, 11.01 and 11.06, which shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank.
Appears in 1 contract
Replacement of Banks. In the event that If (a) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (cx) any Bank becomes a Defaulting BankBank or otherwise defaults in its obligations to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower may within ninety (90) days of shall have the applicable eventright, if no Event of Default then existsexists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferee or Transferees (collectively, financial institution or other Person in accordance with all of the provisions of Section 10.06(a"Replacement Bank") (including execution of an appropriate Assignment)reasonably acceptable to the Majority SMA, provided PROVIDED that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all obligations of such the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to lend hereunder shall be terminated (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Advances payable to such Replaced Bank and (b) an amount equal to all other obligations owed accrued, but theretofore unpaid, Fees owing to such the Replaced Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior pursuant to such replacementSection 2.01, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement shall be reasonably satisfactory to the Administrative Agent, and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if such replacement bank is not already so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (andexcept with respect to indemnification provisions under this Agreement, for avoidance of doubt, not the replacement bank) which shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank.
Appears in 1 contract
Samples: Credit Agreement (Nabisco Inc)
Replacement of Banks. In the event that (a) (x) If any Bank makes (i) becomes a demand for payment under --------------------- Defaulting Bank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings or (ii) refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 2.07(b13.12(b) or (y) upon the occurrence of any event giving rise to the operation of Section 2.121.10(a)(ii) or (iii), (b) Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower is required to make any payment increased costs in respect excess of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bankthose being generally charged by the other Banks, the Borrower may within ninety (90) days shall have the right, in accordance with the requirements of the applicable eventSection 13.04(b), if no Default then existsor Event of Default will exist after giving effect to such replacement, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferee or Transferees, financial institution or other Person in accordance with all none of whom shall constitute a Defaulting Bank at the provisions time of Section 10.06(a) such replacement (including execution of an appropriate Assignmentcollectively, the "Replacement Bank"), reasonably acceptable to the Administrative Agent, provided that (i) all obligations at the time of such any replacement -------- pursuant to this Section 1.13, the Replaced Bank to lend hereunder shall be terminated and the Advances Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to such said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and all other obligations owed to such of the outstanding Loans of the Replaced Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubtin connection therewith, not the replacement bank) shall pay to the Administrative Agent Replaced Bank in respect thereof an amount equal to the sum of (1) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank together with all then unpaid interest with respect thereto at such time, (2) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (3) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment fee of $3,500 purchase price has been, or is concurrently being, paid) shall be paid in connection full to such Replaced Bank concurrently with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank).
Appears in 1 contract
Replacement of Banks. In the event that If (ai) any Bank makes a demand for requests payment under of, or the Borrower is otherwise required to pay to any Bank, any amount pursuant to Section 2.07(b8.01(b) or Section 2.128.03, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (cii) any Bank becomes a Defaulting BankBank or (iii) any Bank notifies the Administrative Agent pursuant to Section 8.02 of its inability to make, maintain or fund Euro-Dollar Loans, then the Borrower may within ninety (90) days of the applicable eventmay, if no Default then existsat its sole expense and effort, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Bank to lend hereunder shall be terminated and the Advances payable upon notice to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, require such Bank to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement to an Assignee (iii) which Assignee may be another Bank, if such replacement bank other Bank agrees to accept such assignment) that shall assume such obligations pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto which shall be executed by such Assignee and (except as otherwise provided in this Section 2.18) such transferor Bank; provided, that (A) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not already a unreasonably be withheld, conditioned or delayed, (B) such transferor Bank hereundershall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (in each case, if any), from the Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (andin the case of all other amounts), which amounts shall be the only amounts payable to such transferor Bank in respect of such assignment and delegation, (C) any Bank being replaced pursuant to this Section 2.18 shall be deemed to have granted to the Administrative Agent the authority to act as its attorney-in-fact solely for avoidance the purpose of doubtexecuting such Assignment and Assumption Agreement, and (D) in the case of any such assignment and delegation resulting from a request or claim for payment under Section 8.03, such assignment will result in a reduction in any payments due to such transferor Bank on a dollar-for-dollar basis to the extent that such assignment eliminates or reduces the amount that such transferor Bank is entitled to receive under Section 8.03. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the replacement bankcircumstances entitling the Borrower to require such assignment and delegation cease to apply. With respect to a demand for compensation from a Bank pursuant to Section 8.03(a), the Borrower’s rights under this Section 2.18 shall be an alternative to the Borrower’s rights under Section 8.04. Upon execution and delivery by the Assignee and (except as otherwise provided in this Section 2.18) the transferor Bank of the Assignment and Assumption Agreement referred to above and payment by such Assignee to such transferor Bank of the amount (if any) payable by such Assignee pursuant to clause (B) above: (1) such Assignee shall pay be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment equal to such transferor Bank’s Commitment immediately prior to the effectiveness of such assignment and delegation (or, if there is more than one Assignee, the respective portion of such Commitment agreed to be assumed by each such Assignee). Upon the consummation of any such assignment and delegation, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 2.16. In connection with any assignment pursuant to this Section 2.18, (I) the Borrower shall cause to be paid to the Administrative Agent an administrative fee for processing such assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced$3,500, and (vII) notwithstanding anything to the contrary set forth herein, if the transferor Bank does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption Agreement reflecting such other actions assignment within five Domestic Business Days of the date on which the Assignee executes and delivers such Assignment and Assumption Agreement to the transferor Bank, then such transferor Bank shall be taken by deemed to have executed and delivered such Assignment and Assumption Agreement. Notwithstanding the Borrowerforegoing or anything to the contrary herein, such Bank and such replacement bank as the Borrower may be appropriate to effect terminate the replacement unfunded Commitment of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such any Defaulting Bank (includingwhether or not such Defaulting Bank has made any Loans), without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course affecting Commitments of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)non-Defaulting Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Replacement of Banks. In the event that (a) If any Bank (an "Affected Bank") (i) makes a demand upon the Borrowers for payment under Section 2.07(b) (or Section 2.12, (b) if the Borrower is Borrowers are otherwise required to make any payment in respect of Taxes or Other Taxes pay) amounts pursuant to Section 2.15 ss.ss.4.4 or 4.10 or (cii) any Bank becomes is unable to make or maintain Eurodollar Loans as a Defaulting Bankresult of a condition described in ss.4.9, the Borrower may Borrowers may, within ninety (90) 90 days of receipt of such demand or notice (or the applicable eventoccurrence of such other event causing the Borrowers to be required to pay such compensation or causing ss.4.9 to be applicable), if by notice in writing to the Agent and such Affected Bank (a "Replacement Notice") obtain a replacement bank satisfactory to the Agent (the "Replacement Bank") to assume the Affected Bank's Commitment by (A) requesting the non-Affected Banks to acquire and assume all of the Affected Bank's Loans and Commitment, as provided herein, but none of such Banks shall be under an obligation to do so; or (B) designating a Replacement Bank reasonably satisfactory to the Agent. If any satisfactory Replacement Bank shall be obtained, and/or any of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, then such Affected Bank shall, so long as no Event of Default then existsshall have occurred and be continuing, replace such Bank with another commercial bankassign, financial institution or other Person in accordance with ss.17, all of its Commitment, Loans, Revolving Credit Notes and other rights and obligations under this Credit Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the provisions case may be, in exchange for payment of Section 10.06(a) (including execution of an appropriate Assignment)the principal amount so assigned and all interest and fees accrued on the amount so assigned, provided plus all other Obligations then due and payable to the Affected Bank; provided, however, that (i) all obligations of such Bank to lend hereunder assignment shall be terminated without recourse, representation or warranty and the Advances payable shall be on terms and conditions reasonably satisfactory to such Affected Bank and all other obligations owed to such Replacement Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacementand/or non-Affected Banks, as the case may be, and (ii) prior to any such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunderassignment, the Borrower (andBorrowers shall have paid to such Affected Bank all amounts properly demanded and unreimbursed under ss.ss.4.4, for avoidance 4.8, 4.9 and 4.10. Upon the effective date of doubtsuch assignment, not the Borrowers shall issue replacement bank) Revolving Credit Notes to such Replacement Bank and/or non-Affected Banks, as the case may be, and such institution shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed become a "Bank" for all purposes to be a “Bank” hereunder with a Commitment in under this Credit Agreement and the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)Loan Documents.
Appears in 1 contract
Replacement of Banks. In the event that (a) If any Bank makes a demand (an "AFFECTED BANK") shall have (i) failed to fund any Loan that such Bank is obligated to fund hereunder and such failure has not been cured, or (ii) requested compensation from the Borrower under SECTIONS 2.12, 2.13 OR 2.15 to recover costs or -34- taxes incurred by such Bank which are not being incurred generally by the other Banks, (iii) given notice pursuant to SECTION 2.14 that such Bank has suspended the Borrower's right to elect Eurodollar Loans from such Bank for payment under Section 2.07(breasons not generally applicable to the other Banks, then the Borrower may give written notice to such Affected Bank of the occurrence of an event set forth in subsections (i), (ii) or Section 2.12(iii), of this SECTION 2.20, and during the thirty (b30) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bankday period following such notice, the Borrower may within ninety make written demand on such Affected Bank (90) days with a copy to Agent and each other Bank), for such Affected Bank to assign to one or more financial institutions acceptable to the Required Banks (a "REPLACEMENT BANK"), all of such Affected Bank's rights and obligations under this Credit Agreement and the applicable eventother Loan Documents (including such Affected Bank's Commitment, if no Default then existsLC Obligations and Loans owing to such Affected Bank), replace PROVIDED, such Bank with another commercial bank, financial institution or other Person assignment shall be consummated in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Bank to lend hereunder and shall be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory subject to the Administrative Agentterms of SECTION 11.4). Pursuant to SECTION 11.4, (iii) if upon any such replacement bank is not already a assignment, such Affected Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes cease to be a “Bank” hereunder party hereto, provided, HOWEVER, such Affected Bank shall continue to be entitled to the benefits of SECTIONS 2.12, 2.13, 2.15 AND 9.3 accruing with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior respect to such replacement (plus, if such replacement bank is already a Affected Bank prior to such replacementassignment, as well as any fees accrued for its account and not yet paid. If an Eligible Assignee cannot be obtained within the respective thirty (30) day period following said notice to the Affected Bank, to assume the Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant heretoAffected Bank, and provided that no Default or Event of Default shall have occurred and be continuing, then the Borrower may prepay immediately all Loans and Matured LC Obligations, if any, of such Affected Bank and terminate such Affected Bank's entire Commitment (including its Commitment to participate in Letters of Credit) hereunder PROVIDED, HOWEVER, that in the event the Borrower makes any prepayment pursuant to this sentence, then on the date of such prepayment, the Total Commitment of the rights, duties Banks shall be permanently reduced by the amount of such Affected Bank's Commitments and obligations hereunder the Commitment Percentage (including each non-affected Bank's Commitment Percentage of outstanding Letters of Credit) of each other Bank shall be redetermined based upon the amount each such other Bank's Commitment is of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank Total Commitment as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)reduced.
Appears in 1 contract
Replacement of Banks. In the event that If (a) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (cx) any Bank becomes a Defaulting BankBank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii) or (iii), Section 1.11(c), Section 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those generally being charged by the other Banks or (z) as provided in Section 14.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower may within ninety (90) days of shall have the applicable eventright, if no Default or Event of Default then exists, to either replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Assignee or Assignees, financial institution or other Person in accordance with all none of whom shall constitute a Defaulting Bank at the provisions time of Section 10.06(asuch replacement (collectively, the "Replacement Bank") (including execution of an appropriate Assignment), reasonably acceptable to the Administrative Agent; provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment and Acceptances pursuant to Section 14.04(b) (and with all fees payable pursuant to said Section 14.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Revolving Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and (y) Chase an amount equal to such Replaced Bank's Adjusted Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of such the Borrower owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to concurrently with such replacement. Upon the execution of the respective Assignment and Acceptances, the payment of amounts referred to in clauses (i) and (ii) such replacement shall be reasonably satisfactory above and, if so re- quested by the Replacement Bank, delivery to the Administrative AgentReplacement Bank of the appropriate Note or Notes executed by the Borrower, (iiix) if such replacement bank is not already the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank and (y) the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount Adjusted Percentages of the respective Commitment of the assigning Bank immediately prior Banks shall be automatically adjusted at such time to give effect to such replacement (plus, if such replacement bank is already a Bank prior and to such replacement, the respective Commitment of such Bank prior give effect to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such a Defaulting Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bankone or more Non-Defaulting Banks).
Appears in 1 contract
Replacement of Banks. In Upon the occurrence of any event giving rise to the operation of Section 4.2, 4.3 or 4.4 with respect to any Bank which results in such Bank charging to the Borrower increased costs, the Borrower shall have the right, if no Event of Default then exists or would exist after giving effect to such replacement, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, each of which shall be reasonably acceptable to the Agent (collectively, the "Replacement Bank"); provided that (a) at the time of any replacement pursuant to this Section 4.7, the Replacement Bank makes a demand for payment under Section 2.07(b) shall enter into one or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes more assignment and assumption agreements pursuant to Section 2.15 or 12.5 pursuant to which the Replacement Bank shall acquire the Revolving Credit Commitment and outstanding Revolving Credit Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (ci) any the Replaced Bank becomes a Defaulting in respect thereof an amount equal to the sum of (x) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Credit Loans of the Replaced Bank, the Borrower may within ninety (90y) days an amount equal to all unpaid drawings under outstanding Letters of the applicable eventCredit that have been funded by (and not reimbursed to) such Replaced Bank, if no Default then exists, replace such Bank with another commercial bank, financial institution or other Person in accordance together with all then unpaid interest with respect thereto at such time and (z) an amount equal to all accrued, but theretofore unpaid, fees hereunder owing to the Replaced Bank pursuant to Article III hereof, and (ii) the Agent as issuer of Letters of Credit hereunder an amount equal to such Replaced Bank's pro rata share of any unpaid drawing relating to outstanding Letters of Credit issued by the provisions of Section 10.06(aAgent (which at such time remains an unpaid drawing) to the extent such amount was not therefore funded by such Replaced Bank, and (including execution of an appropriate Assignment), provided that (ib) all obligations of such the Borrower then owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (a) above in respect of which the purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing under Sections 4.2, 4.3 or 4.4) shall be terminated paid in full to such Replaced Bank concurrently with such replacement. Upon the execution of the respective assignment and assumption agreements referred to above, the payment of amounts referred to in clauses (a) and (b) above, the Replacement Bank shall become a Bank hereunder and the Advances payable Replaced Bank shall cease to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already constitute a Bank hereunder, the Borrower (andexcept with respect to indemnification provisions under this Agreement, for avoidance of doubt, not the replacement bank) which shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank.
Appears in 1 contract
Replacement of Banks. In (x) Upon the occurrence of any event that giving rise to the operation of Section 1.10(a)(ii) or (a) iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank makes a demand for payment under Section 2.07(b) which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or Section 2.12becoming incapable of making Eurodollar Loans, (by) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) if any Bank becomes a Defaulting BankBank or otherwise defaults in its obligations to make Revolving Loans or to fund Unpaid Drawings and/or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower may within ninety (90) days of shall have the applicable eventright, if no Default pursuant to Section 9.01 or 9.05 or Event of Default then exists, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferees reasonably acceptable to the Administrative Agent, financial institution or other Person in accordance with all none of whom shall constitute a Defaulting Bank at the provisions time of Section 10.06(a) such replacement (including execution of an appropriate Assignmentcollectively, the "Replacement Bank"), provided that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the entire Revolving Commitment and all outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (II) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (III) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) the Letter of Credit Issuer an amount equal to such Replaced Bank's Adjusted RC Percentage (for this purpose, determined as if the adjustment described in clause (ii) of the succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank and (z) the Swingline Bank an amount equal to such Replaced Bank's Adjusted RC Percentage (for this purpose, determined as if the adjustment described in clause (ii) of the succeeding sentence had been made with respect to such Replaced Bank) of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of such the Borrower owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to concurrently with such replacement. Upon the execution of the respective Assignment Agreement(s), the payment of amounts referred to in clauses (i) and (ii) such replacement shall be reasonably satisfactory above and, if so requested by the Replacement Bank, delivery to the Administrative AgentReplacement Bank of the appropriate Note or Notes executed by the Borrower, (iiiA) if such replacement bank is not already the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay except with respect to indemnification provisions applicable to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Replaced Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank under this Agreement (including, without limitation, execution Sections 1.10, 1.11, 2.06, 4.04, 11.06 and delivery 12.01), which shall survive as to such Replaced Bank and except that no such replacement shall prejudice any rights which the Borrower may have against such Replaced Bank as a result of new Notes any default by such Replaced Bank under this Agreement and (B) in the case of a replacement of a Defaulting Bank, the Adjusted RC Percentage of the Banks shall be automatically adjusted at such time to give effect to such replacement bank if such replacement bank shall so request, redelivery (and to give effect to the Borrower in due course replacement of any Notes payable to such a Defaulting Bank and specification of the information contemplated by Schedule I as to such replacement bankwith one or more Non-Defaulting Banks).
Appears in 1 contract
Replacement of Banks. In If the event Borrower is required pursuant to Section 2.07(c), 2.11 or 2.12 to make any additional payment to any Bank or if any Bank’s obligation to make or continue, or to convert Reference Advances into, Eurodollar Advances shall be suspended pursuant to 2.02(c)(ii) or 2.04(c) (any Bank so affected, an “Affected Bank ”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Bank as a Bank party to this Agreement, provided that (a) any Bank makes a demand for payment under Section 2.07(b) no Default or Section 2.12, Event of Default shall have occurred and be continuing at the time of such replacement; (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bank, the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Bank to lend hereunder shall be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to at the Administrative AgentBorrower’s sole expense and effort, including the payment of the administrative fee referenced in Section 9.06(a); (iiic) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection concurrently with such replacement, another bank or other entity (ivwhich entity shall be an Eligible Assignee) shall agree, as of such replacement shalldate, from to purchase for cash the Advances and after such replacement, be deemed other Obligations due to the Affected Bank pursuant to an assignment substantially in the form of Exhibit A and to become a Bank for all purposes under this Agreement and to be a “Bank” hereunder with a Commitment in the amount assume all obligations of the respective Commitment Affected Bank which as to the Affected Bank shall be terminated as of such date and to comply with the assigning Bank immediately prior requirements of Section 9.06 applicable to such replacement assignments; and (plus, if such replacement bank is already a Bank prior to d) concurrently with such replacement, the respective Commitment Borrower shall pay to such Affected Bank in same day funds on the day of such Bank prior replacement all interest, fees and other amounts then accrued but unpaid to such replacementAffected Bank by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Bank under Sections 2.07(c), 2.11 and 2.12. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as such amount may be changed from time to time pursuant hereto, and shall have all a result of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken a waiver by the Borrower, such Bank and such replacement bank or Issuing Bank, as may be appropriate to effect applicable, or otherwise, the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to circumstances entitling the Borrower in due course of any Notes payable to require such Bank assignment and specification of the information contemplated by Schedule I as delegation cease to such replacement bank)apply.
Appears in 1 contract
Replacement of Banks. In Notwithstanding any other provision of this Agreement, in the event that (ai) the obligation of any Bank to make Eurocurrency Rate Loans is suspended pursuant to section 4.1(c) hereof, or (ii) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) upon the Borrower is required to make any payment in respect of Taxes or Other Taxes Company and/or Hasbro SA pursuant to Section 2.15 section 4.1(d) hereof (or upon the Company pursuant to section 4.11) for the payment of additional costs or other amounts, or (ciii) any Bank becomes makes demand upon the Company and/or Hasbro SA pursuant to section 4.1(e) hereof for an adjustment to the compensation payable to such Bank by the Company and/or Hasbro SA hereunder, or (iv) any Bank is unable to fund a Defaulting BankLoan in an Optional Currency, then, in each such case, the Borrower Company and/or Hasbro SA in its discretion may within ninety (90A) days send written notice to such Bank and the Agent advising such Bank that, subject to the provisions of this section 4.1(f), its Commitment hereunder shall be terminated on a date determined by the applicable eventCompany and/or Hasbro SA (the "Replacement Date"), if which Replacement Date shall be no Default then existsearlier than the date on which such Bank and the Agent have received such notice from the Company and/or Hasbro SA, and commencing on the Replacement Date, the Commitment of such Bank hereunder shall be terminated and no Commitment Fee shall be payable by the Company and/or Hasbro SA to such Bank with respect to such Commitment, and (B) replace such Bank with another commercial bank, financial institution Bank or other Person in accordance with all of commercial banking institution (the provisions of Section 10.06(a"Replacement Bank") (including execution of an appropriate Assignment)which has been selected by the Company and/or Hasbro SA and approved by the Majority Banks, which approval shall not be unreasonably withheld, provided that (i) all obligations of such Bank to lend hereunder shall be terminated the Company and/or Hasbro SA, the Banks and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at Agent agree that (w) on or prior to the Replacement Date, the Company and/or Hasbro SA shall have paid all principal, interest, fees and other amounts owing by the Company and/or Hasbro SA hereunder, accruing up to and including the Replacement Date, to the Bank being replaced on such replacementReplacement Date, (iix) such replacement shall be reasonably satisfactory to as of the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunderReplacement Date, the Borrower (and, for avoidance of doubt, not Replacement Bank will take over the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a entire Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, (y) on or prior to the Drawdown Date first following the Replacement Date, the Company and/or Hasbro SA, the Agent, the Banks (other than the Bank being replaced) and the Replacement Bank shall make such arrangements by way of new Syndicated Loans, purchases or refundings of existing Syndicated Loans or otherwise as will result thereafter in the outstanding and unpaid Syndicated Loans of each Bank being equal, as near as may practically be, to such Bank's Commitment Percentage of all of the outstanding and unpaid Syndicated Loans made to the Company, and (vz) such other actions the Agent shall be taken by entitled to receive prior to the BorrowerReplacement Date from the Company and/or Hasbro SA and the Replacement Bank such supplemental agreements, such Bank documents, certificates and such replacement bank as may be appropriate to effect legal opinions in connection with the replacement of such Bank with such replacement bank on terms such that such replacement bank has as the same rights, duties Agent and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes the other Banks may reasonably request to such replacement bank if such replacement bank shall so request, redelivery give effect to the Borrower in due course foregoing provisions of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bankthis section 4.1(f).
Appears in 1 contract
Replacement of Banks. In the event that (a) If (i) any Bank makes a demand for requests payment under of, or the Borrower is otherwise required to pay to any Bank, any amount pursuant to Section 2.07(b8.01(b) or Section 2.128.03, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (cii) any Bank becomes a Defaulting BankBank or (iii) any Bank notifies the Administrative Agent pursuant to Section 8.02 of its inability to make, maintain or fund Euro-Dollar Loans, then the Borrower may within ninety (90) days of the applicable eventmay, if no Default then existsat its sole expense and effort, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Bank to lend hereunder shall be terminated and the Advances payable upon notice to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, require such Bank to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement to an Assignee (iii) which Assignee may be another Bank, if such replacement bank other Bank agrees to accept such assignment) that shall assume such obligations pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto which shall be executed by such Assignee and (except as otherwise provided in this) Section 2.18(a) such transferor Bank; provided, that (A) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not already a unreasonably be withheld, conditioned or delayed, (B) such transferor Bank hereundershall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (in each case, if any), from the Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (andin the case of all other amounts), for avoidance which amounts shall be the only amounts payable to such transferor Bank in respect of doubtsuch assignment and delegation, not the replacement bank(C) any Bank being replaced pursuant to this Section 2.18(a) shall pay be deemed to have granted to the Administrative Agent the authority to act as its attorney-in-fact solely for the purpose of executing such Assignment and Assumption Agreement, and (D) in the case of any such assignment and delegation resulting from a request or claim for payment under Section 8.03, such assignment will result in a reduction in any payments due to such transferor Bank on a dollar-for-dollar basis to the extent that such assignment eliminates or reduces the amount that such transferor Bank is entitled to receive under Section 8.03. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Upon execution and delivery by the Assignee and (except as otherwise provided in this Section 2.18(a)) the transferor Bank of the Assignment and Assumption Agreement referred to above and payment by such Assignee to such transferor Bank of the amount (if any) payable by such Assignee pursuant to clause (B) above: (1) such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment equal to such transferor Bank’s Commitment immediately prior to the effectiveness of such assignment and delegation (or, if there is more than one Assignee, the respective portion of such Commitment agreed to be assumed by each such Assignee). Upon the consummation of any such assignment and delegation, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 2.16. In connection with any assignment pursuant to this Section 2.18(a), (I) the Borrower shall cause to be paid to the Administrative Agent an administrative fee for processing such assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced$3,500, and (vII) notwithstanding anything to the contrary set forth herein, and without limiting the authority set forth in the immediately preceding clause (C), if the transferor Bank does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption Agreement reflecting such other actions assignment within five Domestic Business Days of the date on which the Assignee executes and delivers such Assignment and Assumption Agreement to the transferor Bank, then such transferor Bank shall be taken by the Borrower, deemed to have executed and delivered such Bank Assignment and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)Assumption Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Replacement of Banks. In the event that (ax) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) If any Bank becomes a Defaulting BankBank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Company increased costs in excess of those being generally charged by the other Banks, or (z) as provided in Section 13.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower may within ninety (90) days of Company shall have the applicable eventright, if no Default or Event of Default then exists, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferees, financial institution or other Person in accordance with all none of which shall constitute a Defaulting Bank at the provisions time of Section 10.06(asuch replacement (collectively, the "Replacement Bank") (including execution of an appropriate Assignment), reasonably acceptable to the Administrative Agent; provided that (i) at the time of any replacement pursuant to this Section 1.12, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and (y) BTCo an amount equal to such Replaced Bank's Adjusted Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Company due and owing to the Replaced Bank at such Bank to lend hereunder time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) such replacement shall be reasonably satisfactory above and, if so requested by the Replacement Bank, delivery to the Administrative AgentReplacement Bank of the appropriate Note or Notes executed by the Company, (iiix) if such replacement bank is not already the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank and (y) the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount Adjusted Percentages of the respective Commitment of the assigning Bank immediately prior Banks shall be automatically adjusted at such time to give effect to such replacement (plus, if such replacement bank is already a Bank prior and to such replacement, the respective Commitment of such Bank prior give effect to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such a Defaulting Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bankone or more Non-Defaulting Banks).
Appears in 1 contract
Replacement of Banks. In the event that (a) any Bank makes a demand for payment under Section 2.07(b(i) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) If any Bank becomes a Defaulting Bank-------------------- Bank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (ii) if any Bank refuses to consent to certain proposed changes, waivers, discharges or termina tions with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b) or (iii) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks, the Borrower may within ninety (90) days shall have the right, in accordance with the requirements of the applicable eventSection 12.04(b), if no Event of Default then existswill exist after giving effect to such replacement, to replace such Bank (the "Replaced Bank") with another commercial bankan Eligible Transferee or Transferees, financial institution or other Person in accordance with all none of which shall constitute a Defaulting Bank at the provisions time of Section 10.06(a) such replacement (including execution collectively, the "Replacement Bank"), and each of an appropriate Assignment)whom shall be reasonably acceptable to the Agent and the Letter of Credit Issuer, provided that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with the assignment fee payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Revolving Loans of, and in each case participations in Swingline Loans and Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay (x) to the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid inter est with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) to the Letter of Credit Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not thereto fore funded by such Replaced Bank and (z) to BTCo an amount equal to such Replaced Bank's Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank and (ii) all obligations of such the Borrower owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection concurrently with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank).
Appears in 1 contract
Replacement of Banks. In the event that (ax) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) If any Bank becomes a Defaulting BankBank or otherwise defaults in its obligations to make Revolving Loans, or (y) upon the occurrence of an event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging, or giving notice that it is entitled to charge, to the Borrower increased costs in excess of those being generally charged by the other Banks, the Borrower may within ninety (90) days of shall have the applicable eventright, if no Default or Event of Default then exists, exists to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferees, financial institution or other Person in accordance with all none of whom shall constitute a Defaulting Bank at the provisions time of Section 10.06(asuch replacement (collectively, the "Replacement Bank") (including execution and each of an appropriate Assignment)whom shall be required to be reasonably acceptable to the Agents, provided that (i) at the time of any replacement pursuant to this Section 1.12, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 15.04(b) (and with all fees payable pursuant to said Section 15.04(b) (other than fees incurred by or for the account of the Defaulting Bank in any capacity hereunder) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the entire Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (II) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (III) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, and (y) each Issuing Bank an amount equal to such Replaced Bank's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank to such Issuing Bank and (ii) all obligations of the Borrower due and owing to the Replaced Bank at such Bank to lend hereunder time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) such replacement shall be reasonably satisfactory above and, if so requested by the Replacement Bank, delivery to the Administrative AgentReplacement Bank of the appropriate Note executed by the Borrower, (iii) if such replacement bank is not already the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay except with respect to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank indemnification provisions under this Agreement (including, without limitation, execution Sections 1.10, 1.11, 2.06, 4.04, 12.06, 13.03 and delivery of new Notes to such replacement bank if such replacement bank 15.01), which shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank.
Appears in 1 contract
Replacement of Banks. In the event that (aw) Upon any RF Bank makes a demand for payment being replaced under Section 2.07(b1.13 of the RF Credit Agreement, (x) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c) or Section 2.124.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks, (by) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any if a Bank becomes a Defaulting BankBank and/or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks or Super Majority Banks, as the case may be, as provided in Section 12.12, the Borrower may within ninety (90) days of shall have the applicable eventright, if no Default or Event of Default then exists, to replace (and, in the case of clause (w) above, shall replace) such Bank (the "Replaced Bank") with another commercial bankone or more other transferee or transferees who shall be acceptable to the Agent and none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, financial institution or other Person in accordance with all of the provisions of Section 10.06(a"Replacement Bank") (including execution of an appropriate Assignment)reasonably acceptable to the Agent, provided that (i) all obligations any AR Bank replaced pursuant to this Section 2.01 must also be replaced as an RF Bank at the same time under Section 1.13 of such the RF Credit Agreement by the same Replacement Bank to lend hereunder shall be terminated (and in the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacementsame pro rata amounts if more than one Replacement Bank), (ii) such replacement shall any Bank that is replaced as an RF Bank pursuant to Section 1.13 of the RF Credit Agreement must also be reasonably satisfactory to replaced at the Administrative Agentsame time as an AR Bank hereunder by the same Replacement Bank (and in the same pro rata amounts if more than one Replacement Bank), (iii) at the time of any replacement pursuant to this Section 2.01, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (B) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and (iv) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (iii) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment Agreement, the payment of amounts referred to in clauses (iii) and (iv) above and, if such replacement bank is not already so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay except with respect to indemnification provisions applicable to the Administrative Agent an assignment fee of $3,500 in connection with such replacementReplaced Bank under this Agreement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and which shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank.
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Replacement of Banks. In the event that (a) The Borrower may, at any time and so long as no Default or Event of Default has then occurred and is continuing, replace any Bank makes a demand for payment that has requested additional amounts from the Borrower under Section 2.07(b2.12(d) or Section 2.128.03, (b) the Borrower is required or who has caused a suspension of its obligation to make any payment in respect of Taxes or Other Taxes Euro-Dollar Loans pursuant to Section 2.15 8.02, by written notice to such Bank and the Agent given not more than thirty (30) days after any such event and identifying one or more Persons each of which shall be reasonably acceptable to the Agent (c) any Bank becomes each, a Defaulting "Replacement Bank," and collectively, the Borrower may within ninety (90"Replacement Banks") days of the applicable event, if no Default then exists, to replace such Bank with another commercial bank, financial institution or other Person in accordance with all of (the provisions of Section 10.06(a) (including execution of an appropriate Assignment"Replaced Bank"), provided that (i) all obligations of the notice from the Borrower to the Replaced Bank and the Agent provided for hereinabove shall specify an effective date for such Bank to lend hereunder replacement (the "Replacement Effective Date"), which shall be terminated and the Advances payable to at least 5 Business Days after such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacementnotice is give, (ii) as of the relevant Replacement Effect Date, each Replacement Bank shall enter into an Assignment and Acceptance with the Replaced Bank pursuant to Section 9.08 pursuant to which such replacement Replacement Banks collectively shall be reasonably satisfactory to acquire, in such proportion among them as they may agree with the Administrative Borrower and the Agent, all (iiibut not less than all) if such replacement bank is not already a Bank hereunderof the Commitments and outstanding Loans of the Replaced Bank, the Borrower (and, for avoidance of doubtin connection therewith, not the replacement bank) shall pay to the Administrative Agent Replaced Bank, as the purchase price in respect thereof, an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes amount equal to be a “Bank” hereunder with a Commitment in the amount sum as of the respective Commitment Replacement Effective Date (without duplication) of (y) the unpaid principal amount of, and all accrued but unpaid interest on all outstanding Loans of the assigning Replaced Bank immediately prior and (z) the Replaced Bank's ratable share of all accrued but unpaid fees owing to such replacement the Replaced Bank hereunder, and (plusiii) all other obligations of the Borrower owing to the Replaced Bank under this Agreement (other than those specifically described in clause (ii) above in respect of which the assignment purchase price has been, if such replacement bank or is already a Bank prior to such replacementconcurrently being, the respective Commitment of such Bank prior to such replacementpaid), as such amount may be changed from time to time pursuant hereto, and shall have all a result of the rightsactions required to be taken under this Section, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken paid in full by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery Borrower to the Borrower in due course of any Notes payable Replaced Bank on or prior to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)Replacement Effective Date.
Appears in 1 contract
Samples: Credit Agreement (Culp Inc)
Replacement of Banks. In the event that CFC shall be permitted to replace any Bank which (a) any Bank makes a demand requests reimbursement for payment under amounts owing pursuant to Section 2.07(b) 2.6, 4.10, 4.11 or Section 2.12, 4.13 or (b) the Borrower is required defaults in its obligation to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes Facility Loans, with a Defaulting replacement Commercial Bank, the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), ; provided that (i) all obligations such replacement does not conflict with any Requirement of such Bank to lend hereunder Law, (ii) no Event of Default shall have occurred and be terminated and continuing at the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to time of such replacement, (iiiii) the relevant Facility Borrower or Foreign Subsidiary Borrower shall repay (or the replacement Commercial Bank shall purchase, at par) all Loans (other than Bankers' Acceptances) and other amounts (including accrued interest) owing to such replaced Bank concurrently with such replacement, (iv) in the case of any replaced C$ Banks, (x) CCCL shall Defease all Bankers' Acceptances accepted by such replaced Bank and (y) CCCL shall give the Canadian Administrative Agent notice of such Defeasance, (v) CFC shall be liable to such replaced Bank under Section 4.12 if any Eurodollar Loan owing to such replaced Bank shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (vi) the replacement Commercial Bank, if not already a Bank, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (iiivii) if the replaced Bank shall be obligated to make such replacement bank is not already a Bank hereunderin accordance with the provisions of Section 13.7 (provided that CFC 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 (and, for avoidance of doubt, not the replacement bank) Facility Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.6, 4.10, 4.11 or 4.13, as the Administrative Agent an assignment fee of $3,500 in connection with such replacementcase may be, and (ivix) any such replacement shall, from and after such replacement, shall not be deemed for all purposes to be a “Bank” hereunder with a Commitment in waiver of any rights which the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacementFacility Borrowers, the respective Commitment of such Foreign Subsidiary Borrowers, any Agent or any other Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of against the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)replaced Bank.
Appears in 1 contract
Samples: Chrysler Financial Corp
Replacement of Banks. In the event that (a) any Bank makes a demand for payment under Section 2.07(b(i) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) If any Bank becomes a Defaulting BankBank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (ii) if any Bank refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12 or (iii) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks, the Borrower may within ninety (90) days shall have the right, in accordance with the requirements of the applicable eventSection 12.04(b), if no Event of Default then existswill exist after giving effect to such replacement, to replace such Bank (the "Replaced Bank") with another commercial bankan Eligible Transferee or Transferees, financial institution or other Person in accordance with all none of which shall constitute a Defaulting Bank at the provisions time of Section 10.06(a) such replacement (including execution of an appropriate Assignmentcollectively, the "Replacement Bank"), reasonably acceptable to the Agent and the Letter of Credit Issuer provided that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with the assignment fee payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Revolving Loans of, and in each case participations in Swingline Loans and Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay (x) to the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) to the Letter of Credit Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank and (z) to BTCo an amount equal to such Replaced Bank's Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank and (ii) all obligations of such the Borrower owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection concurrently with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank).
Appears in 1 contract
Replacement of Banks. In the event that (a) If any Bank (an "Affected Bank") (i) makes a demand upon the Borrower for payment under Section 2.07(b) (or Section 2.12, (b) if the Borrower is otherwise required to make any payment in respect of Taxes or Other Taxes pay) amounts pursuant to Section 2.15 ss.ss.8.5 or 8.6, (ii) is unable to make or maintain Eurodollar Rate Loans as a result of a condition described in ss.8.4 or (ciii) any defaults in its obligation to make Loans in accordance with the terms of this Agreement (such Bank becomes being referred to as a "Defaulting Bank"), the Borrower may may, within ninety (90) days of receipt of such demand, notice (or the applicable eventoccurrence of such other event causing the Borrower to be required to pay such compensation or causing ss.8.4 to be applicable), or default, as the case may be, by notice (a "Replacement Notice") in writing to the Agents and such Affected Bank (A) request the Affected Bank to cooperate with the Borrower in obtaining a replacement bank satisfactory to the Agents and the Borrower (the "Replacement Bank"); (B) request the non-Affected Banks to acquire and assume all of the Affected Bank's Loans, Revolving Credit Commitment and Term Loan Commitment as provided herein, but none of such Banks shall be under an obligation to do so; or (C) designate a Replacement Bank reasonably satisfactory to the Agents. If any satisfactory Replacement Bank shall be obtained, and/or if no Default any one or more of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitments, then existssuch Affected Bank shall assign, replace such Bank with another commercial bank, financial institution or other Person in accordance with ss.22, all of its Commitments, Loans, Notes and other rights and obligations under this Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the provisions case may be, in exchange for payment of Section 10.06(a) (including execution of an appropriate Assignment)the principal amount so assigned and all interest and fees accrued on the amount so assigned, provided plus all other Obligations then due and payable to the Affected Bank; provided, however, that (i) all obligations of such Bank to lend hereunder assignment shall be terminated without recourse, representation or warranty and the Advances payable shall be on terms and conditions reasonably satisfactory to such Affected Bank and all other obligations owed to such Replacement Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacementand/or non-Affected Banks, as the case may be, (ii) prior to any such replacement assignment, the Borrower shall be reasonably satisfactory have paid to the Administrative Agentsuch Affected Bank all amounts properly demanded and unreimbursed under ss.ss.8.5, 8.6 and 8.7, and (iii) no such assignment shall be effective (A) while any Default or Event of Default shall have occurred and be continuing or (B) until the Borrower shall have paid the Administrative Agent an administration fee of $3,000 if such replacement bank Replacement Bank is not already a Bank hereunderunder this Credit Agreement. Upon the effective date of such assignment, the Borrower (andshall issue replacement Notes to such Replacement Bank and/or non-Affected Banks, for avoidance of doubtas the case may be, not the replacement bank) and such institution shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed become a "Bank" for all purposes to be a “Bank” hereunder with a Commitment in under this Agreement and the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)Loan Documents.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Hvide Marine Inc)
Replacement of Banks. In the event that If any Bank (an “Affected Bank”) (a) any Bank makes a demand upon the Borrower for payment under Section 2.07(b(or if the Borrower is otherwise required to pay) amounts pursuant to §§5.3.3., 5.7 or Section 2.125.8, (b) the Borrower is required unable to make any payment or maintain LIBOR Rate Loans as a result of a condition described in respect of Taxes or Other Taxes pursuant to Section 2.15 §5.6 or (c) defaults in its obligation to make Revolving Credit Loans in accordance with the terms of this Credit Agreement or purchase any Bank becomes a Defaulting BankLetter of Credit Participation, the Borrower may may, so long as no Default or Event of Default has occurred and is then continuing, within ninety (90) days of receipt of such demand, notice (or the applicable eventoccurrence of such other event causing the Borrower to be required to pay such compensation or causing §5.6 to be applicable), or default, as the case may be, by notice (a “Replacement Notice”) in writing to the Agent and such Affected Bank (i) request the Affected Bank to cooperate with the Borrower in obtaining a replacement Bank satisfactory to the Agent and the Borrower (the “Replacement Bank”); (ii) request the non-Affected Banks to acquire and assume all of the Affected Bank’s Revolving Credit Loans and Commitment as provided herein, but none of such Banks shall be under an obligation to do so; or (iii) designate a Replacement Bank approved by the Agent, such approval not to be unreasonably withheld or delayed. If any satisfactory Replacement Bank shall be obtained, and/or if no Default any one or more of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank’s Revolving Credit Loans and Commitment, then existssuch Affected Bank shall assign, replace such Bank with another commercial bank, financial institution or other Person in accordance with §16, all of the provisions its Commitment, Revolving Credit Loans, Letter of Section 10.06(a) (including execution of an appropriate Assignment)Credit Participations, provided that (i) all Revolving Credit Notes and other rights and obligations of such Bank to lend hereunder shall be terminated and the Advances payable to such Bank under this Credit Agreement and all other obligations owed Loan Documents to such Replacement Bank hereunder or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Bank; provided, however, that (A) such assignment shall be purchased in full without recourse at par plus accrued interest at recourse, representation or prior to such replacement, (ii) such replacement warranty and shall be on terms and conditions reasonably satisfactory to such Affected Bank and such Replacement Bank and/or non-Affected Banks, as the Administrative Agentcase may be, and (iiiB) if prior to any such replacement bank is not already a Bank hereunderassignment, the Borrower (andshall have paid to such Affected Bank all amounts properly demanded and unreimbursed under §§5.3.3., for avoidance 5.7 and 5.8. Upon the effective date of doubtsuch assignment, not the Borrower shall issue replacement bank) Revolving Credit Notes to such Replacement Bank and/or non-Affected Banks, as the case may be, and such institution shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be become a “Bank” hereunder with a Commitment in for all purposes under this Credit Agreement and the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)Loan Documents.
Appears in 1 contract
Replacement of Banks. In (a)(i) Upon the occurrence of any event that giving rise to the operation of Section 1.10(a)(ii) or (a) iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) which results in such Bank charging to any Borrower increased costs in excess of those being generally charged to such Borrower by the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 other Banks or (cii) any Bank becomes a Defaulting Bankas and to the extent provided in Section 13.12(b), the Borrower may within ninety (90) days Company shall have the right, in accordance with the requirements of the applicable eventSection 13.04(b), if no Default then existsor Event of Default will exist after giving effect to such replacement, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferee or Transferees (collectively, financial institution or other Person in accordance with all of the provisions of Section 10.06(a"Replacement Bank") (including execution of an appropriate Assignment)acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the entire Revolving Loan Commitment and Local Currency Commitment and all outstanding Revolving Loans and/or Local Currency Loans, as the case may be, of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank and an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time, (B) an amount equal to the principal of, and all accrued interest on, all outstanding Local Currency Loans of the Replaced Bank or any of its Local Affiliates and (C) an amount equal to all accrued, but theretofore unpaid, Fees and all other amounts due hereunder owing to the Replaced Bank pursuant to Section 3.01 and (y) the Issuing Agent an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of such the Borrowers owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and paid in full by the Advances payable Borrowers to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection concurrently with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank).
Appears in 1 contract
Replacement of Banks. In the event that (a) If any Bank (an “Affected Bank”) (i) makes a demand upon Borrower for payment under Section 2.07(b) (or Section 2.12, (b) the if Borrower is otherwise required to make any payment in respect of Taxes or Other Taxes pay) Additional Costs pursuant to Section 2.15 3.01 or (cii) any gives notice to Borrower that such Bank becomes is unable to make or maintain a Defaulting BankLIBOR Loan as a result of a condition described in Section 3.03 or clause (2) of Section 3.02, the Borrower may may, within ninety (90) days of receipt of such demand or notice (or the applicable eventoccurrence of such other event causing Borrower to be required to pay Additional Costs or causing said Section 3.03 or clause (2) of Section 3.02 to be applicable), if no Default then existsas the case may be, give notice (a “Replacement Notice”) to Administrative Agent (which will promptly forward a copy of such notice to each Bank) of Borrower’s intention either (x) to prepay in full the Affected Bank’s Note and to terminate the Affected Bank’s entire Loan Commitment or (y) to replace such the Affected Bank with another commercial bank, financial institution (the “Replacement Bank”) designated in such Replacement Notice. In the event Borrower opts to give the notice provided for in clause (x) above, and if the Affected Bank shall not agree within thirty (30) days of its receipt thereof to waive the payment of the Additional Costs in question or the effect of the circumstances described in Section 3.03 or clause (2) of Section 3.02, then, so long as no Default or Event of Default shall exist, Borrower may (notwithstanding the provisions of clause (2) of Section 2.11(a)) terminate the Affected Bank’s entire Loan Commitment, provided that in connection therewith it pays to the Affected Bank all outstanding principal and accrued and unpaid interest under the Affected Bank’s Note, together with all other Person amounts, if any, due from Borrower to the Affected Bank, including all amounts properly demanded and unreimbursed under this Article III. In the event Borrower opts to give the notice provided for in accordance with clause (y) above, and if (i) Administrative Agent shall, within thirty (30) days of its receipt of the Replacement Notice, notify Borrower and each Bank in writing that the proposed Replacement Bank is reasonably satisfactory to Administrative Agent and (ii) the Affected Bank shall not, prior to the end of such thirty (30)-day period, agree to waive the payment of the Additional Costs in question or the effect of the circumstances described in Section 3.03 or clause (2) of Section 3.02, then the Affected Bank shall, so long as no Default or Event of Default shall exist, assign its Note and all of its rights and obligations under this Agreement and the other Loan Documents to the Replacement Bank, and the Replacement Bank shall assume all of the provisions of Section 10.06(a) (including execution Affected Bank’s rights and obligations, pursuant to an agreement, substantially in the form of an appropriate Assignment)Assignment and Assumption Agreement, provided that (i) all obligations of such executed by the Affected Bank to lend hereunder shall be terminated and the Advances payable to Replacement Bank. In connection with such Bank assignment and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunderassumption, the Borrower (and, for avoidance of doubt, not the replacement bank) Replacement Bank shall pay to the Affected Bank an amount equal to the outstanding principal amount under the Affected Bank’s Note plus all interest accrued thereon, plus all other amounts, if any (other than the Additional Costs in question), then due and payable to the Affected Bank; provided, however, that prior to or simultaneously with any such assignment and assumption, Borrower shall have paid to such Affected Bank all amounts properly demanded and unreimbursed under this Article III. Upon the effective date of such assignment and assumption and the payment by the Replacement Bank to Administrative Agent an assignment fee of $3,500 in connection with such replacementa fee, (iv) such replacement shallfor Administrative Agent’s own account, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of $3,500, the respective Commitment of the assigning Replacement Bank immediately prior to such replacement (plus, if such replacement bank is already shall become a Bank prior Party to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the Affected Bank shall be released from its obligations hereunder, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this Section, a substitute Note shall be issued to the Replacement Bank by Borrower, in exchange for the return of the rightsAffected Bank’s Note. The obligations evidenced by such substitute Notes shall constitute “Obligations” for all purposes of this Agreement and the other Loan Documents and shall be secured by the Mortgages. In connection with Borrower’s execution of substitute Notes as aforesaid, duties and obligations hereunder Borrower shall deliver to Administrative Agent such evidence of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitationdue authorization, execution and delivery of new the substitute Notes to such replacement bank if such replacement bank shall so and any related documents as Administrative Agent may reasonably request. If the Replacement Bank is not incorporated under the Laws of the United States or a state thereof, redelivery it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower in due course and Administrative Agent certification as to exemption from deduction or withholding of any Notes payable United States federal income taxes in accordance with Section 10.13. Borrower, Administrative Agent and the Banks shall execute such modifications to such Bank the Loan Documents as shall be reasonably required in connection with and specification of to effectuate the information contemplated by Schedule I as to such replacement bank)foregoing.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Taubman Centers Inc)
Replacement of Banks. In the event that If (a) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (cx) any Bank becomes a Defaulting BankBank or otherwise defaults in its obligations to make Loans or (y) as provided in Section 13.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower may within ninety (90) days of shall have the applicable eventright, if no Default or Event of Default then exists, to replace such Bank (the "Replaced Bank") with another commercial bankone or more Eligible Transferees, financial institution or other Person in accordance with all none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank"), reasonably acceptable to the Agent or, at the option of the provisions Borrower, to replace only the Revolving Loan Commitment (and Revolving Loans outstanding pursuant thereto) of Section 10.06(a) (including execution of the Replaced Bank with an appropriate Assignment)identical Revolving Loan Commitment provided by the Replacement Bank, provided that (i) at the time of any replacement pursuant to this Section 1.12, the Replacement Bank shall enter into one or more assignment and assumption agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans (or, in the case of the replacement of only the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding Revolving Loans) of the Replaced Bank and, in connection therewith, shall pay to the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Loans (or, in the case of the replacement of only the Revolving Loan Commitment, the outstanding Revolving Loans) of the Replaced Bank and (B) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 hereof and (ii) all obligations of such the Borrower owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) such replacement shall be reasonably satisfactory above and, if so requested by the Replacement Bank, delivery to the Administrative AgentReplacement Bank of the appropriate Note executed by the Borrower, (iiix) if such replacement bank is not already the Replacement Bank shall become a Bank hereunder and, unless the respective Replaced Bank continues to have outstanding Term Loans hereunder, the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (andexcept with respect to indemnification provisions under this Agreement, for avoidance of doubt, not the replacement bank) which shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior survive as to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replacedReplaced Bank, and (vy) such other actions shall be taken if so requested by the Borrower, such the Replaced Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery deliver to the Borrower in due course of any for cancellation the Notes payable to such Bank evidencing the Commitments and specification outstanding Loans of the information contemplated by Schedule I as Replaced Bank acquired pursuant to such replacement bank)this Section 1.12.
Appears in 1 contract
Samples: Credit Agreement (Staff Leasing Inc)
Replacement of Banks. In the event that (a) If any Bank makes a demand (an "Affected Bank") -------------------- ------------- shall have (i) failed to fund any Loan that such Bank is obligated to fund hereunder and such failure has not been cured, (ii) requested compensation from Borrower under Sections 2.16 or 2.20 to recover costs or taxes incurred by such ------------- ---- Bank which are not being incurred generally by the other Banks, (iii) given notice pursuant to Sections 2.15 or 2.17 that such Bank has suspended Borrower's ------------- ---- right to elect LIBOR Rate Loans from such Bank for payment under Section 2.07(breasons not generally applicable to the other Banks or (iv) failed to approve the recommended Borrowing Base of the Required Banks, then, in any such case and in addition to any other rights or remedies available to Borrower, Borrower may give written notice to such Affected Bank of the occurrence of an event set forth in subsections (i), (ii), (iii) or (iv) of this Section 2.122.23, and during the sixty ------------ (b60) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bankday period following such notice, the Borrower may within ninety make written demand on such Affected Bank (90) days with a copy to the Agent and each other Bank), for such Affected Bank to assign to one or more financial institutions (a "Replacement Bank"), all ---------------- of such Affected Bank's rights and obligations under this Credit Agreement and the applicable eventother Loan Documents (including such Affected Bank's Commitment and all Loans owing to such Affected Bank), if no Default then existsprovided, replace such Bank with another commercial bank, financial institution or other Person assignment shall be -------- consummated in accordance with all and shall be subject to the terms of Sections -------- 2.18 and 9.10). Pursuant to Section 9.10, upon any such assignment, such ------------- ------------ Affected Bank shall cease to be a party hereto, provided, however, such Affected ------- Bank shall continue to be entitled to the benefits of Sections 2.16, 2.18, 2.20 ------------------------- and 7.03 accruing with respect to such Affected Bank prior to such assignment, -------- as well as any fees accrued for its account and not yet paid and breakage costs incurred by such Affected Bank in connection with any such assignment. If an Eligible Assignee cannot be obtained within the sixty (60) day period following said notice to the Affected Bank, to assume the Commitment of such Affected Bank, and provided that no Default or Event of Default shall have occurred and be continuing, then Borrower may prepay immediately (subject to the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i2.18) all obligations Loans of such Affected Bank and terminate such Affected ------------ Bank's entire Commitment hereunder provided, however, that in the event Borrower -------- ------- makes any prepayment pursuant to lend hereunder this sentence, then on the date of such prepayment, the Total Commitment of the Banks shall be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in permanently reduced by the amount of such Affected Bank's Commitments and the respective Commitment Percentage of each other Bank shall be redetermined based upon the amount each such other Bank's Commitment is of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Total Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)reduced.
Appears in 1 contract
Replacement of Banks. In the event that If (ax) any Bank makes a demand for payment defaults in its obligations to make Revolving Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 11.12(b) or (z) any Bank is owed increased costs under Section 2.07(b1.10 (by virtue of the application of Section 1.11 or otherwise) or Section 2.123.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested by Banks constituting at least the Super-Majority Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (bz) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is required not material) such increased cost, to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bank, the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferee or Transferees (collectively, financial institution or other Person in accordance the "Replacement Bank") with all the consent of the provisions of Section 10.06(a) (including execution of an appropriate Assignment)Administrative Agent, which consent shall not be unreasonably withheld or delayed, provided that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to which the Replacement Bank shall acquire all of the Revolving Loan Commitment and outstanding Revolving Loans of the Replaced Bank and, in connection therewith, shall pay to the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01 hereof and (ii) all obligations of such the Borrower owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) such replacement shall be reasonably satisfactory above and, if so requested by the Replacement Bank, delivery to the Administrative AgentReplacement Bank of the appropriate Revolving Note executed by the Borrower, (iii) if such replacement bank is not already the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (andexcept with respect to indemnifications under this Agreement pursuant to Section 1.10, for avoidance of doubt1.11, not the replacement bank) 3.04, 11.01 and 11.06, which shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank.
Appears in 1 contract
Samples: Northwest Airlines Corp
Replacement of Banks. In the event that (a) If any Bank (an "Affected Bank") (i) makes a demand upon the Borrower for payment under Section 2.07(b) (or Section 2.12, (b) if the Borrower is otherwise required to make any payment in respect of Taxes or Other Taxes pay) amounts pursuant to Sections 5.6 or 5.7, (ii) is unable to make or maintain LIBOR Rate Loans as a result of a condition described in Section 2.15 5.5 or (ciii) any defaults in its obligation to make Loans in accordance with the terms of this Credit Agreement (such Bank becomes being referred to as a "Defaulting Bank"), the Borrower may may, within ninety (90) days of receipt of such demand, notice (or the applicable eventoccurrence of such other event causing the Borrower to be required to pay such compensation or causing Section 5.5 to be applicable), or default, as the case may be, by notice (a "Replacement Notice") in writing to the Agent and such Affected Bank (A) request the Affected Bank to cooperate with the Borrower in obtaining a replacement bank satisfactory to the Agent and the Borrower (the "Replacement Bank"); (B) request the non-Affected Banks to acquire and assume all of the Affected Bank's Loans and Commitments as provided herein, but none of such Banks shall be under an obligation to do so; or (C) designate a Replacement Bank approved by the Agent, such approval not to be unreasonably withheld or delayed. If any satisfactory Replacement Bank shall be obtained, and/or if no Default any one or more of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitments, then existssuch Affected Bank shall assign, replace such Bank with another commercial bank, financial institution or other Person in accordance with Section 19, all of its Commitments, Loans, Letter of Credit Participations, Notes and other rights and obligations under this Credit Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the provisions case may be, in exchange for payment of Section 10.06(a) (including execution of an appropriate Assignment)the principal amount so assigned and all interest and fees accrued on the amount so assigned, provided plus all other Obligations then due and payable to the Affected Bank; provided, however, that (i) all obligations of such Bank to lend hereunder assignment shall be terminated without recourse, representation or warranty and the Advances payable shall be on terms and conditions reasonably satisfactory to such Affected Bank and all other obligations owed to such Replacement Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacementand/or non-Affected Banks, as the case may be, and (ii) prior to any such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunderassignment, the Borrower (andshall have paid to such Affected Bank all amounts properly demanded and unreimbursed under Sections 5.6 and 5.7. Upon the effective date of such assignment, for avoidance of doubtthe Borrower shall issue replacement Notes to such Replacement Bank and/or non-Affected Banks, not as the replacement bank) case may be, and such institution shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed become a "Bank" for all purposes to be a “Bank” hereunder with a Commitment in under this Credit Agreement and the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)Loan Documents. 5.12.
Appears in 1 contract
Samples: Revolving Credit Agreement (Rollins Truck Leasing Corp)
Replacement of Banks. In the event that (a) If, in connection with any Bank makes a demand for payment under Section 2.07(b) proposed amendment, modification, termination or Section 2.12, (b) the Borrower is required waiver to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bank, the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that this Agreement or the Notes as contemplated by clauses (i) all obligations through (xii) of the proviso of the first sentence of subsection 13.6A, the consent of Requisite Lenders is obtained but the consent of one or more of such Bank other Lenders whose consent is required is not obtained, then Company shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (i) or (ii) below, to lend either (i) replace each such non-consenting Lender or Lenders pursuant to subsection 5.3 so long as at the time of such replacement, each such replacement Lender consents to the proposed amendment, modification, termination or waiver, or (ii) terminate such non-consenting Lender's Commitments, repay in full its outstanding Loans, Acceptances and all other amounts due hereunder shall be in accordance with subsections 2.4A(v), 2.4A(vi) and 2.4A(vii); provided that unless the Commitments that are terminated and the Advances payable Loans that are repaid pursuant to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, the preceding clause (ii) are immediately replaced in full at such replacement shall be reasonably satisfactory time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to the Administrative Agentpreceding clause (ii), the Requisite Lenders (determined before giving effect to the proposed action) shall specifically consent thereto; provided further that Company shall not have the right to terminate any such non-consenting Lender's Commitment and repay in full its outstanding Loans pursuant to clause (ii) of this subsection 13.6B if, immediately after the termination of such Lender's Commitments in accordance with subsection 2.4A(vi), (iiix) if the Tranche A Domestic Loan Exposure of all Lenders would exceed the Tranche A Domestic Commitments of all Lenders, (y) the Tranche A Canadian Loan Exposure of all Lenders would exceed the Tranche A Canadian Commitments of all Lenders or (z) the Tranche B Domestic Loan Exposure of all Lenders would exceed the Tranche B Domestic Commitments of all Lenders; provided further that Company shall not have the right to replace a Lender solely as a result of the exercise of such replacement bank is not already a Bank hereunder, Lender's rights (and the Borrower (and, for avoidance withholding of doubt, not the replacement bankany required consent by such Lender) shall pay pursuant to the Administrative Agent an assignment fee second and third sentences of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank).subsection 13.6A.
Appears in 1 contract
Samples: Credit Agreement (Safeway Inc)
Replacement of Banks. In the event that If (ai) any Bank makes a demand for requests payment under of, or the Borrower is otherwise required to pay to any Bank, any amount pursuant to Section 2.07(b8.01(b) or Section 2.128.03, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (cii) if any Bank becomes a Defaulting Bank, then the Borrower may within ninety (90) days of the applicable eventmay, if no Default then existsat its sole expense and effort, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Bank to lend hereunder shall be terminated and the Advances payable upon notice to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, require such Bank to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement to an Assignee (iii) which Assignee may be another Bank, if such replacement bank is other Bank agrees to accept such assignment) that shall assume such obligations pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit D hereto which shall be executed by such Assignee and (except as otherwise provided in this Section 2.17) such transferor Bank; provided, that (A) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not already a unreasonably be withheld, (B) such transferor Bank hereundershall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (in each case, if any), from the Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (andin the case of all other amounts), which amounts shall be the only amounts payable to such transferor Bank in respect of such assignment and delegation, (C) any Bank being replaced pursuant to this Section 2.17 shall be deemed to have granted to the Administrative Agent the authority to act as its attorney-in-fact solely for avoidance the purpose of doubtexecuting such Assignment and Assumption Agreement, and (D) in the case of any such assignment and delegation resulting from a request or claim for payment under Section 8.03, such assignment will result in a reduction in any payments due to such transferor Bank on a dollar-for-dollar basis to the extent that such assignment eliminates or reduces the amount that such transferor Bank is entitled to receive under Section 8.03. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the replacement bankcircumstances entitling the Borrower to require such assignment and delegation cease to apply. With respect to a demand for compensation from a Bank pursuant to Section 8.03(a), the Borrower’s rights under this Section 2.17 shall be an alternative to the Borrower’s rights under Section 8.04. Upon execution and delivery by the Assignee and (except as otherwise provided in this Section 2.17) the transferor Bank of the Assignment and Assumption Agreement referred to above and payment by such Assignee to such transferor Bank of the amount (if any) payable by such Assignee pursuant to clause (B) above: (1) such Assignee shall pay be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment equal to such transferor Bank’s Commitment immediately prior to the effectiveness of such assignment and delegation (or, if there is more than one Assignee, the respective portion of such Commitment agreed to be assumed by each such Assignee); provided, that if any Assignee is the Borrower, a Subsidiary or a Consolidated Subsidiary of the Borrower, then, only the transferor Bank’s unfunded Commitment (but not any of its Loans) may be so assigned, and upon such assignment, such Commitment shall be deemed to be zero for all purposes hereunder for so long as such Assignee holds such Commitment; and (2) the transferor Bank shall be released from its future obligations hereunder (but not from any obligation or liability arising prior to the effectiveness of such assignment and delegation, nor, in the case of a Defaulting Bank, from any obligation or liability arising in respect of the matter(s) as a result of which such Bank is a Defaulting Bank). Upon the consummation of any such assignment and delegation, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 2.15. In connection with any assignment pursuant to this Section 2.17, (I) the Borrower shall cause to be paid to the Administrative Agent an administrative fee for processing such assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced$3,500, and (vII) notwithstanding anything to the contrary set forth herein, if the transferor Bank does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption Agreement reflecting such other actions assignment within five Domestic Business Days of the date on which the Assignee executes and delivers such Assignment and Assumption Agreement to the transferor Bank, then such transferor Bank shall be taken by the Borrower, deemed to have executed and delivered such Bank Assignment and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)Assumption Agreement.
Appears in 1 contract
Samples: Term Loan Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Replacement of Banks. In the event that (a) any Bank makes a demand for payment under Section 2.07(b(i) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) If any Bank becomes a Defaulting BankBank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (ii) if any Bank refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 14.12(b) or (iii) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii), (iii) or (v), Section 1.10(c), Section 1.10(d), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to any Borrower may within ninety (90) days increased costs, such Borrower shall have the right, in accordance with the requirements of the applicable eventSection 14.04(b), if no Event of Default then existswill exist after giving effect to such replacement, to replace such Bank (the "Replaced Bank") with another commercial bankan Eligible Transferee or Eligible Transferees, financial institution or other Person in accordance with all none of which shall constitute a Defaulting Bank at the provisions time of Section 10.06(a) such replacement (including execution of an appropriate Assignmentcollectively, the "Replacement Bank"), reasonably acceptable to the Administrative Agent and acceptable to the Issuing Banks, provided that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 14.04(b) (and with the assignment fee payable pursuant to said Section 14.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) the Issuing Bank an amount equal to such Replaced Bank's Tranche 1 Revolving Percentage or Tranche 2 Revolving Percentage, as the case may be, of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank and (z) the Swingline Bank, any portion of a Mandatory Borrowing that the Replaced Bank failed to fund and (ii) all obligations of such the Borrowers owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection concurrently with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank).
Appears in 1 contract
Samples: Credit Agreement (Gleason Corp /De/)
Replacement of Banks. In the event that (a) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) If any Bank becomes a Defaulting Bank, (y) upon the occurrence of any event giving rise to the operation of Section 1.10 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower may within ninety increased costs in excess of those being generally charged by the other Banks or (90z) days in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the applicable eventRequired Banks as provided in Section 12.12(b), the Borrower shall have the right, if no Default payment Default, or Event of Default, then exists, to replace such Bank (the “Replaced Bank”) with another commercial bankone or more other Eligible Transferee or Eligible Transferees, financial institution or other Person in accordance with all none of whom shall constitute a Defaulting Bank at the provisions time of Section 10.06(asuch replacement (collectively, the “Replacement Bank”) (including execution of an appropriate Assignment)reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all obligations fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to lend hereunder shall be terminated and Section 3.01, (y) the Advances payable respective Letter of Credit Issuer an amount equal to such Replaced Bank’s Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Bank and all other obligations owed (z) the Swingline Bank an amount equal to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior Replaced Bank’s Percentage of any such Loan pursuant to Section 1.01(c) to the extent such replacementamount was not theretofore funded by such Replaced Bank, and (ii) all obligations (including all such replacement amounts, if any, due and owing under Section 1.11) of the Borrower due and owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be reasonably satisfactory paid in full to such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 7.12 and, if so requested by the Replacement Bank, delivery to the Administrative AgentReplacement Bank of the appropriate Note or Notes executed by the Borrower, (iiix) if such replacement bank is not already the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (andexcept with respect to indemnification provisions under this Agreement, for avoidance of doubt, not the replacement bank) which shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank and (y) Schedule 1.13 hereto shall be deemed modified to reflect the changed Revolving Loan Commitments resulting from the assignment from the Replaced Bank to the Replacement Bank.
Appears in 1 contract
Samples: Credit Agreement (Nutraceutical International Corp)
Replacement of Banks. In 20.4.1.2 Each Bank shall promptly notify the Borrower Representative and the Agent of any event that of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (aand not, in such Bank's sole judgment, otherwise disadvantageous to such Bank) to mitigate or avoid, (i) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) obligation by the Borrower is required Borrowers to make pay any payment in respect of Taxes or Other Taxes amount pursuant to Section 2.15 7.6 or 8.1 or (cii) the occurrence of any circumstances described in Section 8.2 or 8.3 (and, if any Bank has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Bank shall promptly so notify the Borrower Representative and the Agent). Without limiting the foregoing, each Bank will designate a different funding office if such designation will avoid (or reduce the cost to the Borrowers of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Bank's sole judgment, be otherwise disadvantageous to such Bank. If the Borrowers become obligated to pay additional amounts to any Bank becomes a Defaulting Bankpursuant to Section 7.6 or 8.1, or any Bank gives notice of the occurrence of any circumstances described in Section 8.2 or 8.3, the Borrower Representative may within ninety designate another bank which is acceptable to the Agent and the Issuing Bank in their reasonable discretion (90such other bank being called a "Replacement Bank") days to purchase the Loans of such Bank and such Bank's rights hereunder, without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the outstanding principal amount of the applicable event, if no Default then exists, replace Loans payable to such Bank with another commercial bankplus any accrued but unpaid interest on such Loans and all accrued but unpaid fees owed to such Bank and any other amounts payable to such Bank under this Agreement, financial institution or other Person in accordance with and to assume all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Bank hereunder, and, upon such purchase and assumption (pursuant to lend hereunder shall be terminated and the Advances payable to an Assignment Agreement), such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to no longer be a “Bank” party hereto or have any rights hereunder (other than rights with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior respect to such replacement (plus, if such replacement bank is already a Bank prior indemnities and similar rights applicable to such replacement, the respective Commitment of such Bank prior to the date of such replacement), as such amount may purchase and assumption) and shall be changed relieved from time all obligations to time pursuant heretothe Borrowers hereunder, and the Replacement Bank shall have all of succeed to the rights, duties rights and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with hereunder. Conclusiveness of Statements; Survival of Provisions. Determinations and statements of any Bank pursuant to Section 8.1, 8.2, 8.3 or 8.4 shall be conclusive absent demonstrable error. Banks may use reasonable averaging and attribution methods in determining compensation under Sections 8.1 and 8.4, and the provisions of such replacement bank on terms such that such replacement bank has Sections shall survive repayment of the same rightsLoans, duties cancellation of the Notes, expiration or termination of the Letters of Credit and obligations hereunder as such Bank (includingtermination of this Agreement. WARRANTIES To induce the Agent and the Banks to enter into this Agreement and to induce the Banks to make Loans and issue and participate in Letters of Credit hereunder, without limitation, execution each Borrower jointly and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery severally warrants to the Borrower in due course of any Notes payable to such Bank Agent and specification of the information contemplated by Schedule I as to such replacement bank).Banks that:
Appears in 1 contract
Replacement of Banks. In the event that (a) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bank, the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Bank to lend hereunder shall be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank).40 122723226_17
Appears in 1 contract
Replacement of Banks. In the event that (a) The Borrower may, at any time and so long as no Default or Event of Default has then occurred and is continuing, replace any Bank makes a demand for payment that has requested additional amounts from the Borrower under Section 2.07(b2.12(d) or Section 2.128.03, (b) the Borrower is required or who has caused a suspension of its obligation to make any payment in respect of Taxes Euro-Dollar Loans or Other Taxes Foreign Currency Loans pursuant to Section 2.15 8.02, by written notice to such Bank and the Agent given not more than thirty (30) days after any such event and identifying one or more Persons each of which shall be reasonably acceptable to the Agent (c) any Bank becomes each, a Defaulting "Replacement Bank," and collectively, the Borrower may within ninety (90"Replacement Banks") days of the applicable event, if no Default then exists, to replace such Bank with another commercial bank, financial institution or other Person in accordance with all of (the provisions of Section 10.06(a) (including execution of an appropriate Assignment"Replaced Bank"), provided that (i) all obligations of the notice from the Borrower to the Replaced Bank and the Agent provided for hereinabove shall specify an effective date for such Bank to lend hereunder replacement (the "Replacement Effective Date"), which shall be terminated and the Advances payable to at least 5 Business Days after such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacementnotice is give, (ii) as of the relevant Replacement Effect Date, each Replacement Bank shall enter into an Assignment and Acceptance with the Replaced Bank pursuant to Section 9.08 pursuant to which such replacement Replacement Banks collectively shall be reasonably satisfactory to acquire, in such proportion among them as they may agree with the Administrative Borrower and the Agent, all (iiibut not less than all) if such replacement bank is not already a Bank hereunderof the Commitments and outstanding Loans of the Replaced Bank, the Borrower (and, for avoidance of doubtin connection therewith, not the replacement bank) shall pay to the Administrative Agent Replaced Bank, as the purchase price in respect thereof, an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes amount equal to be a “Bank” hereunder with a Commitment in the amount sum as of the respective Commitment Replacement Effective Date (without duplication) of (y) the unpaid principal amount of, and all accrued but unpaid interest on all outstanding Loans of the assigning Replaced Bank immediately prior and (z) the Replaced Bank's ratable share of all accrued but unpaid fees owing to such replacement the Replaced Bank hereunder, and (plusiii) all other obligations of the Borrower owing to the Replaced Bank under this Agreement (other than those specifically described in clause (ii) above in respect of which the assignment purchase price has been, if such replacement bank or is already a Bank prior to such replacementconcurrently being, the respective Commitment of such Bank prior to such replacementpaid), as such amount may be changed from time to time pursuant hereto, and shall have all a result of the rightsactions required to be taken under this Section, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken paid in full by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery Borrower to the Borrower in due course of any Notes payable Replaced Bank on or prior to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)Replacement Effective Date.
Appears in 1 contract
Samples: Credit Agreement (Culp Inc)
Replacement of Banks. In the event that (a) If any Bank (an "Affected Bank") (i) makes a demand upon the Borrower for payment under Section 2.07(b) (or Section 2.12, (b) if the Borrower is otherwise required to make any payment in respect of Taxes or Other Taxes pay) amounts pursuant to Section 2.15 Sections 4.4 or 4.10 or (cii) any Bank becomes is unable to make or maintain Eurodollar Loans as a Defaulting Bankresult of a condition described in Section 4.9, the Borrower may may, within ninety (90) 90 days of receipt of such demand or notice (or the applicable eventoccurrence of such other event causing the Borrower to be required to pay such compensation or causing Section 4.9 to be applicable), if by notice in writing to the Agent and such Affected Bank (a "Replacement Notice") (A) request the Affected Bank to cooperate with the Borrower in obtaining a replacement bank satisfactory to the Agent and the Borrower (the "Replacement Bank"); (B) request the non-Affected Banks to acquire and assume all of the Affected Bank's Loans and Commitment, as provided herein, but none of such Banks shall be under an obligation to do so; or (C) designate a Replacement Bank reasonably satisfactory to the Agent. If any satisfactory Replacement Bank shall be obtained, and/or any of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, then such Affected Bank shall, so long as no Event of Default then existsshall have occurred and be continuing, replace such Bank with another commercial bankassign, financial institution or other Person in accordance with Section 17, all of its Commitment, Loans, Notes and other rights and obligations under this Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the provisions case may be, in exchange for payment of Section 10.06(a) (including execution of an appropriate Assignment)the principal amount so assigned and all interest and fees accrued on the amount so assigned, provided plus all other Obligations then due and payable to the Affected Bank; provided, however, that (i) all obligations of such Bank to lend hereunder assignment shall be terminated without recourse, representation or warranty and the Advances payable shall be on terms and conditions reasonably satisfactory to such Affected Bank and all other obligations owed to such Replacement Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacementand/or non-Affected Banks, as the case may be, and (ii) prior to any such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunderassignment, the Borrower (andshall have paid to such Affected Bank all amounts properly demanded and unreimbursed under Sections 4.4, for avoidance 4.8, 4.9 and 4.10. Upon the effective date of doubtsuch assignment, not the Borrower shall issue replacement bank) Notes to such Replacement Bank and/or non-Affected Banks, as the case may be, and such institution shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed become a "Bank" for all purposes to be a “Bank” hereunder with a Commitment in under this Agreement and the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)Loan Documents.
Appears in 1 contract
Replacement of Banks. In the event that (a) any Bank makes a demand for payment under Section 2.07(b(i) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) If any Bank becomes a Defaulting BankBank or otherwise defaults in its obligations to make Loans, (ii) if any Bank refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 11.12(b) or (iii) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 1.10(d) or Section 3.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs, the Borrower may within ninety (90) days shall have the right, in accordance with the requirements of the applicable eventSection 11.04(b), if no Event of Default then existswill exist after giving effect to such replacement, to replace such Bank (the "Replaced Bank") with another commercial bankan Eligible Transferee or Eligible Transferees, financial institution or other Person in accordance with all none of which shall constitute a Defaulting Bank at the provisions time of Section 10.06(a) such replacement (including execution of an appropriate Assignmentcollectively, the "Replacement Bank"), reasonably acceptable to the Administrative Agent, provided that (i) all obligations at the time of such Bank any replacement pursuant to lend hereunder shall be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunderthis Section 1.13, the Borrower Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 11.04(b) (and with the assignment fee payable pursuant to said Section 11.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans of the Replaced Bank and, for avoidance of doubtin connection therewith, not the replacement bank) shall pay to the Administrative Agent Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (B) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01 and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment fee of $3,500 purchase price has been, or is concurrently being, paid) shall be paid in connection full to such Replaced Bank concurrently with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank).
Appears in 1 contract
Samples: Credit Agreement (Gleason Corp /De/)
Replacement of Banks. In the event that If any Bank (an “Affected Bank”) (a) any Bank makes a demand upon the Borrower for payment under Section 2.07(b(or if the Borrower is otherwise required to pay) amounts pursuant to §§5.5 or Section 2.125.6, (b) the Borrower is required unable to make any payment or maintain Eurocurrency Rate Loans as a result of a condition described in respect of Taxes or Other Taxes pursuant to Section 2.15 §5.4 or (c) is unable to make any Bank becomes a Defaulting BankRevolving Credit Loan or issue, extend or renew any Letter of Credit as described in §13.2, the Borrower may may, within ninety (90) days of receipt of such demand, notice (or the applicable eventoccurrence of such other event causing the Borrower to be required to pay such compensation or causing §5.4 or §13.2 to be applicable), if no Default then existsor default, replace as the case may be, by notice (a “Replacement Notice”) in writing to the Agent and such Affected Bank (1) request the Affected Bank to cooperate with another commercial bank, financial institution or other Person the Borrower in accordance with obtaining a replacement bank satisfactory to the Agent and the Borrower (the “Replacement Bank”); (2) request the non-Affected Banks to acquire and assume all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment)Affected Bank’s Revolving Credit Loans and Commitment, as provided that (i) all obligations herein, but none of such Bank to lend hereunder Banks shall be terminated and the Advances payable under an obligation to such do so; or (3) designate a Replacement Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be which is an Eligible Assignee that is reasonably satisfactory to the Administrative Agent. If any satisfactory Replacement Bank shall be obtained, and/or if any one or more of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank’s Loans and Commitment, then such Affected Bank shall assign, in accordance with §20, all of its Commitment and Revolving Credit Loans, its Revolving Credit Note and other rights and obligations under this Credit Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Bank; provided, however, that (iiix) if such replacement bank is not already a assignment shall be without recourse, representation or warranty (except as to the Affected Bank’s authority to convey the transferred interests) and shall be on terms and conditions reasonably satisfactory to such Affected Bank hereunderand such Replacement Bank and/or non-Affected Banks, as the case may be, and (4) prior to any such assignment, the Borrower (andshall have paid to such Affected Bank all amounts properly demanded and unreimbursed under §§5.5 and 5.6. Upon the effective date of such assignment, for avoidance of doubtthe Borrower shall issue replacement Note(s) to such Replacement Bank and/or non-Affected Banks, not as the replacement bank) case may be, and such institution shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be become a “Bank” hereunder with a Commitment in for all purposes under this Credit Agreement and the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)Loan Documents.
Appears in 1 contract
Replacement of Banks. In the event that (a) If, in connection with any Bank makes a demand for payment under Section 2.07(b) proposed amendment, modification, termination, waiver or Section 2.12, (b) the Borrower is required consent to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bank, the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that this Agreement or the Notes as contemplated by clauses (i) all obligations through (ix) of the proviso of the first sentence of subsection 10.6A, the consent of Requisite Lenders is obtained but the consent of one or more of such Bank other Lenders whose consent is required is not obtained, then Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (i) or (ii) below, to lend either (i) replace each such non-consenting Lender or Lenders pursuant to subsection 3.3 so long as at the time of such replacement, each such replacement Lender consents to the proposed amendment, modification, termination, waiver or consent, or (ii) terminate such non-consenting Lender’s Commitments and repay in full its outstanding Loans and all other amounts due hereunder shall be in accordance with subsections 2.4B(iv) and 2.4B(v); provided that unless the Commitments that are terminated and the Advances payable Loans that are repaid pursuant to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, the preceding clause (ii) are immediately replaced in full at such replacement shall be reasonably satisfactory time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to the Administrative Agent, preceding clause (iii) if such replacement bank is not already a Bank hereunderii), the Borrower Requisite Lenders (and, for avoidance of doubt, not determined before giving effect to the replacement bankproposed action) shall pay specifically consent thereto; provided further that, prior to the Administrative Agent an assignment fee Commitment Termination Date, Borrower shall not have the right to terminate any such non-consenting Lender’s Commitment and repay in full its outstanding Loans pursuant to clause (ii) of $3,500 this subsection 10.6B if, immediately after the termination of such Lender’s Commitments in connection accordance with such replacementsubsection 2.4B(v), (iv) such replacement shall, from and after such replacement, be deemed for the Loan Exposure of all purposes Lenders would exceed the Commitments of all Lenders; provided further that Borrower shall not have the right to be replace a “Bank” hereunder with Lender solely as a Commitment in the amount result of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment exercise of such Bank prior to Lender’s rights (and the withholding of any required consent by such replacement), as such amount may be changed from time to time Lender) pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course second sentence of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank).subsection 10.6A.
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Samples: Term Credit Agreement (Safeway Inc)
Replacement of Banks. In the event that (a) If any Bank makes Lender becomes a demand for payment under Section 2.07(b) or Section 2.12Defaulting Lender, (b) the Borrower is required to make if any payment in respect of Taxes or Other Taxes Lender delivers a notice pursuant to Section 2.15 2.10 or 2.11 or if any Lender fails to consent to a waiver or amendment which requires the consent of each of the Lenders (c) hereinafter any Bank becomes such Lender shall be referred to as a Defaulting Bank"Replaced Lender"), then in such case, the Borrower may within ninety may, upon at least two (902) days of the applicable event, if no Default then exists, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Bank to lend hereunder shall be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay Business Days' notice to the Administrative Agent an assignment fee of $3,500 and such Replaced Lender, designate a replacement lender (a "Replacement Lender") acceptable to the Administrative Agent in connection with its reasonable discretion, to which such replacement, (iv) such replacement Replaced Lender shall, from subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Borrower and after the Replaced Lender) of all amounts owed to such replacementReplaced Lender hereunder, assign all (but not less than all) of its rights and obligations hereunder. Upon any assignment by any Lender pursuant to this Section 2.17 becoming effective, the Replacement Lender shall thereupon be deemed to be a "Lender" for all purposes of this Agreement and such Replaced Lender shall thereupon cease to be a “Bank” hereunder with a Commitment in the amount "Lender" for all purposes of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, this Agreement and shall have all of the rights, duties and no further rights or obligations hereunder of the Bank being replaced(other than pursuant to Sections 2.10, 2.11 and (v) 9.5 while such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bankReplaced Lender was a Lender).
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Replacement of Banks. In the event that If (a) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (cx) any Bank becomes a Defaulting BankBank -------------------- or otherwise defaults in its obligations to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower may within ninety (90) days of shall have the applicable eventright, if no Event of Default then existsexists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferee or Transferees (collectively, financial institution or other Person in accordance with all of the provisions of Section 10.06(a"Replacement Bank") (including execution of an appropriate Assignment)reasonably acceptable to the Majority SMA, provided that (i) at the time of any -------- replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all obligations of such the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to lend hereunder shall be terminated (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Advances payable to such Replaced Bank and (b) an amount equal to all other obligations owed accrued, but theretofore unpaid, Fees owing to such the Replaced Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior pursuant to such replacementSection 2.01, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement shall be reasonably satisfactory to the Administrative Agent, and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if such replacement bank is not already so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (andexcept with respect to indemnification provisions under this Agreement, for avoidance of doubt, not the replacement bank) which shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank.
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Replacement of Banks. In the event that (ax) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) If any Bank becomes a Defaulting BankBank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) as provided in Section 13.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower may within ninety (90) days of shall have the applicable eventright, if no Default then existsor Event of Default will exist immediately after giving effect to the respective replacement, to either replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferee or Transferees, financial institution or other Person in accordance with all none of whom shall constitute a Defaulting Bank at the provisions time of Section 10.06(asuch replacement (collectively, the "Replacement Bank") (including execution of an appropriate Assignment)reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Revolving Loan Commitments and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and (y) BTCo an amount equal to such Replaced Bank's Adjusted Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of (1) any Unpaid Drawing (which at such time remains an Unpaid Drawing) and (2) any portion of any Swingline Loan for which BTCo has given a notice of a Mandatory Borrowing pursuant to Section 1.01(c) and such Replaced Bank has not provided a Revolving Loan which it was obligated to provide to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of such the Borrower owing to the Replaced Bank (other than those (a) specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid or (b) relating to lend hereunder any Revolving Loans and/or Revolving Loan Commitments of the respective Replaced Bank which will remain outstanding after giving effect to the respective replacement) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) such replacement shall be reasonably satisfactory above and, if so requested by the Replacement Bank, delivery to the Administrative AgentReplacement Bank of the appropriate Revolving Note executed by the Borrower, (iiix) if such replacement bank is not already the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay except with respect to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank indemnification provisions under this Agreement (including, without limitation, execution Sections 1.10, 1.11, 2.06, 4.04, 13.01 and delivery 13.06), which shall survive as to such Replaced Bank and (y) in the case of new Notes a replacement of a Defaulting Bank with a Non-Defaulting Bank, the Adjusted Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement bank if such replacement bank shall so request, redelivery (and to give effect to the Borrower in due course replacement of any Notes payable to such a Defaulting Bank and specification of the information contemplated by Schedule I as to such replacement bankwith one or more Non-Defaulting Banks).
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Replacement of Banks. In the event that (ax) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) If any Bank becomes a Defaulting BankBank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) upon the occurrence of an event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 1.10(d), Section 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to any Borrower may within ninety increased costs in excess of those being generally charged by the other Banks or (90z) days in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the applicable eventRequired Banks as (and to the extent) provided in Section 13.12, Adience shall have the right, if no Default under Section 10.01 or 10.05 and no Event of Default then existsexists (or, in the case of preceding clause (z), no Default under Section 10.01 or 10.05 and no Event of Default will exist immediately after giving effect to such replacement), to either (1) replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferees, financial institution none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be required to be reasonably acceptable to the Administrative Agent or other Person in accordance with all (2) at the option of Adience, replace only (a) the Revolving Loan Commitment (and outstandings pursuant thereto) of the provisions Replaced Bank with an identical Revolving Loan Commitment (and related outstandings) provided by the Replacement Bank or (b) in the case of a replacement as provided in Section 10.06(a13.12(b) (including execution where the consent of an appropriate Assignment)the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Term Loans of such Bank in respect of each Tranche where the consent of such Bank would otherwise be individually required, with identical Commitments and/or Term Loans of the respective Tranche provided by the Replacement Bank, provided that (i) any replacement pursuant to this Section 1.13 shall be required to comply with the requirements of Section 13.04(b) (including without limitation those relating to pro rata assignments) and at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans (or, in the case of the replacement of only (a) the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding Revolving Loans and participations in Letter of Credit Outstandings and/or (b) the outstanding Term Loans and/or Term Loan Commitments of the respective Tranche or Tranches) of, and in each case (except for the replacement of only the outstanding Term Loans (and/or Term Loan Commitments, as the case may be) of one or more Tranches of the respective Bank) participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (I) the principal of, and all accrued interest on, all outstanding Loans (or of the Loans of the respective Tranche or Tranches being replaced) of the Replaced Bank, (II) all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (III) all accrued, but theretofore unpaid, Fees owing to the Replaced Bank (but only with respect to the relevant Tranche, in the case of the replacement of less than all Tranches of Loans then held by the respective Replaced Bank) pursuant to Section 3.01 and (y) except in the case of the replacement of only the outstanding Term Loans of one or more Tranches of a Replaced Bank, each Issuing Bank an amount equal to such Replaced Bank's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank to such Issuing Bank and (ii) all obligations of the Borrowers due and owing to the Replaced Bank at such Bank to lend hereunder time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) such replacement shall be reasonably satisfactory above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.15 and, if so requested by the Replacement Bank, delivery to the Administrative AgentReplacement Bank of the appropriate Note or Notes executed by the respective Borrower, (iii) if such replacement bank is not already the Replacement Bank shall become a Bank hereunder and, unless the respective Replaced Bank continues to have outstanding Term Loans or a Commitment hereunder, the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay except with respect to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank indemnification provisions under this Agreement (including, without limitation, execution Sections 1.10, 1.11, 2.06, 4.04, 12.06 and delivery of new Notes to such replacement bank if such replacement bank 13.01), which shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank.
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Replacement of Banks. In the event that (a) If any Bank makes a demand for payment requests compensation under Section 2.07(b) 3.12 hereof, or Section 2.12, (b) the if Borrower is required to make pay any payment in respect additional amount to any Bank or any Governmental Authority for the account of Taxes or Other Taxes any Bank pursuant to Section 2.15 3.11 hereof, or (c) if any Bank becomes a Defaulting Bankdefaults in its obligation to fund Advances hereunder, the then Borrower may within ninety (90) days of the applicable eventmay, if no Default then existsat its sole expense and effort, replace upon notice to such Bank with another commercial bankand Agent, financial institution or other Person require such Bank to assign and delegate, without recourse (in accordance with all of and subject to the provisions of Section 10.06(a) (including execution of an appropriate Assignmentrestrictions contained in this Agreement), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) Borrower shall have paid to Agent the assignment fee (if any) specified in this Agreement, (ii) Borrower shall have received the prior written consent of Agent (which consent shall not be unreasonably withheld), (iii) such Bank shall have received payment of an amount equal to the outstanding principal of its Note, accrued interest thereon, accrued fees and all obligations other amounts payable to it hereunder and under the other Loan Documents (including Prepayment Fees), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts); provided however, that in the case of Borrower’s replacement of a Defaulting Bank for failure to lend hereunder fund Advances hereunder, the assignee or Borrower, as the case may be, shall be terminated and the Advances holdback from such amounts payable to such Bank and all other obligations owed pay directly to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a any payments due to Agent or the non-defaulting Banks by Defaulting Bank hereunderunder this Agreement, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, and (iv) in the case of any such replacement shall, assignment resulting from and after such replacement, be deemed a claim for all purposes compensation under Section 3.12 hereof or payments required to be made pursuant to Section 3.11 hereof, such assignment will result in a “Bank” hereunder with a Commitment reduction in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replacedcompensation or payments thereafter, and (v) such other actions assignment does not conflict with applicable law. A Bank shall not be taken required to make any such assignment and delegation if, prior thereto, as a result of a waiver by the Borrower, such Bank or otherwise, the circumstances entitling Borrower to require such assignment and such replacement bank as may be appropriate delegation cease to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)apply.
Appears in 1 contract
Replacement of Banks. In the event The Borrower shall be permitted to replace any Bank that (a) any Bank makes a demand requests reimbursement for payment under amounts owing pursuant to Section 2.07(b) 4.8 or Section 2.124.10(a), (b) is prevented from making Eurodollar Loans as a result of the Borrower is required to make any payment in respect operation of Taxes or Other Taxes pursuant to Section 2.15 4.9 or (c) any Bank becomes defaults in its obligation to make Loans hereunder, with a Defaulting Bank, the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank with another commercial bank, replacement financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), institution; provided that (i) all obligations such replacement does not conflict with any Requirement of such Bank to lend hereunder Law, (ii) no Event of Default shall have occurred and be terminated and continuing at the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to time of such replacement, (iiiii) prior to any such replacement, such Bank shall have taken no action under Section 4.13 so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.8 or 4.10(a) or the operation of Section 4.9, (iv) the replacement financial institution shall purchase, at par, all Loans, unreimbursed LOC Advances and other amounts owing to such replaced Bank on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Bank under Section 4.11 if any Eurodollar Loan owing to such replaced Bank shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Bank, shall be reasonably satisfactory to the Administrative AgentAgent and the Issuing Bank, (iiivii) if the replaced Bank shall be obligated to make such replacement bank is not already a Bank hereunderin accordance with the provisions of Section 13.10 (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 (and, for avoidance of doubt, not the replacement bank) shall pay all additional amounts (if any) required pursuant to Section 4.8 or 4.10(a), as the Administrative Agent an assignment fee of $3,500 in connection with such replacementcase may be, and (ivix) any such replacement shall, from and after such replacement, shall not be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount waiver of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by any rights that the Borrower, such the Administrative Agent, the Issuing Bank and such replacement bank as may be appropriate to effect or any other Bank shall have against the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)replaced Bank.
Appears in 1 contract
Samples: Credit Agreement (TFM Sa De Cv)
Replacement of Banks. In the event that (ax) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) If any Bank becomes a Defaulting Bank-------------------- Bank or (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to any Borrower increased costs in excess of those being generally charged by the other Banks, the Borrower may within ninety (90) days of Borrowers shall have the applicable eventright, if no Default or Event of Default then exists, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Transferee or Transferees, financial institution or other Person in accordance with all none of whom shall constitute a Defaulting Bank at the provisions time of Section 10.06(asuch replacement (collectively, the "Replacement Bank") (including execution and each of an appropriate Assignment)whom shall be reasonably acceptable to the Administrative Agent, provided that (i) at the time of any -------- replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) each Letter of Credit Issuer, an amount equal to such Replaced Bank's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) under the Letters of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank and (z) the Swingline Bank an amount equal to such Replaced Bank's RL Percentage of any Mandatory Borrowing arising from the Swingline Loans made by the Swingline Bank to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of such the Borrowers owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) such replacement shall be reasonably satisfactory above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 7.13 and, if so requested by the Replacement Bank, delivery to the Administrative AgentReplacement Bank of the appropriate Note or Notes executed by each Borrower, (iii) if such replacement bank is not already the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (andexcept with respect to indemnification provisions under this Agreement, for avoidance of doubt, not the replacement bank) which shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank.
Appears in 1 contract
Samples: Credit Agreement (Modus Media International Holdings Inc)
Replacement of Banks. In the event The Company shall be permitted to replace any Bank that (a) any Bank makes a demand requests reimbursement for payment under Section 2.07(bamounts owing pursuant to subsection 2.20 or 2.21(a) or Section 2.12, (b) the Borrower is required defaults in its obligation to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes Loans hereunder, with a Defaulting Bank, the Borrower may within ninety (90) days of the applicable event, if no Default then exists, replace such Bank with another commercial bank, replacement financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), institution; provided that (i) all obligations such replacement does not conflict with any Requirement of such Bank to lend hereunder shall be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacementLaw, (ii) prior to any such replacement, such Bank shall have taken no action under subsection 2.23 so as to eliminate the continued need for payment of amounts owing pursuant to subsection 2.20 or 2.21(a), (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Bank on or prior to the date of replacement, (iv) the Company shall be liable to such replaced Bank under subsection 2.22 if any Eurodollar Loan owing to such replaced Bank shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Bank, shall be reasonably satisfactory to the Administrative Agent, (iiivi) if the replaced Bank shall be obligated to make such replacement bank is not already a Bank hereunderin accordance with the provisions of subsection 9.6 (provided that the Company shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower (and, for avoidance of doubt, not the replacement bank) Company shall pay all additional amounts (if any) required pursuant to subsection 2.20 or 2.21(a), as the Administrative Agent an assignment fee of $3,500 in connection with such replacementcase may be, and (ivviii) any such replacement shall, from and after such replacement, shall not be deemed for all purposes to be a “Bank” hereunder with a Commitment in waiver of any rights that the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacementCompany, the respective Commitment of such Agent or any other Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of against the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)replaced Bank.
Appears in 1 contract
Replacement of Banks. In Upon the occurrence of any event that (agiving rise to the operation of Section 9.1(a) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c), 9.3 or 9.6(a) with respect to any Bank becomes a Defaulting Bankwhich results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks, the Borrower may within ninety (90) days of shall have the applicable eventright, if no Default or Event of Default then exists, to replace such Bank (the "REPLACED BANK") with another commercial bankone or more other lending institutions (collectively, financial institution or other Person in accordance with all of the provisions of Section 10.06(a"REPLACEMENT BANK") (including execution of an appropriate Assignment), provided reasonably acceptable to the Administrative Agent; PROVIDED that (i) all obligations at the time of such Bank any replacement pursuant to lend hereunder shall be terminated and the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunderthis Section 9.8, the Borrower Replacement Bank shall enter into one or more Assignment and Acceptance Agreements pursuant to Section 11.10(b) (and with all fees payable pursuant to said Section 11.10(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Commitment (if any) and outstanding Advances of the Replaced Bank and, for avoidance of doubtin connection therewith, not the replacement bank) shall pay to the Administrative Agent Replaced Bank in respect thereof an assignment fee amount equal to the sum of $3,500 in connection with such replacement(a) an amount equal to the principal of, (iv) such replacement shalland all accrued interest on, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount outstanding Advances of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replacedReplaced Bank, and (vb) such other actions shall be taken by an amount equal to all accrued, but theretofore unpaid, Commitment Fees owing to the BorrowerReplaced Bank pursuant to Section 2.11(a), such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and (ii) all obligations hereunder as such Bank (including, without limitation, execution and delivery all such amounts, if any, owing under Section 9.5) of new Notes the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such replacement bank Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Acceptance Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if such replacement bank shall so requestrequested by the Replacement Bank, redelivery delivery to the Borrower in due course of any Notes payable to such Replacement Bank and specification of the information contemplated appropriate Note executed by Schedule I the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such replacement bank)Replaced Bank.
Appears in 1 contract
Samples: Borrower Pledge Agreement (Amerus Life Holdings Inc)
Replacement of Banks. In If (x) a Borrower receives notice from any Bank requesting increased costs or additional amounts under Section 1.09 (other than 1.09(c)), 2.06 or 4.04 deemed by the event that Company to be material and which are not generally being requested by other Banks, (ay) any Bank makes a demand for payment under is affected in the manner described in Section 2.07(b1.09(a)(iii) or Section 2.12, (bz) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any a Bank becomes a Defaulting Bank, the Borrower may within ninety (90) days of Company shall have the applicable eventright, if no Event of Default then exists, replace exists and unless in the case of clause (x) such Bank has removed or cured the conditions which resulted in the obligation to pay such increased costs or additional amounts or agreed to waive and otherwise forego any right it may have to any payments provided for under Sections 1.09, 2.06 and 4.04 in respect of such conditions, to replace in its entirety such Bank (the "Replaced Bank"), upon prior written notice to the Agent and such Replaced Bank, with another commercial bankone or more other Eligible Transferee or Transferees (collectively, financial institution the "Replacement Bank") acceptable to the Agent (which acceptance shall not be unreasonably withheld), PROVIDED that at the time of any replacement pursuant to this Section 1.12, the Replaced Bank and the Replacement Bank shall enter into one or other Person in accordance with more Assignment Agreements (appropriately completed), pursuant to which: (i) the Replacement Bank shall acquire all of the provisions Commitments and outstanding Loans of, and Swingline Loan and/or Letter of Section 10.06(aCredit participations of, the Replaced Bank and, in connection therewith, shall pay (x) to the Replaced Bank in respect thereof an amount equal to the sum of (including execution of a) an appropriate Assignment)amount equal to the Principal Amount of, provided that (i) all obligations of such Bank to lend hereunder shall be terminated and the Advances payable to such Bank and all other obligations owed accrued but unpaid interest on, all outstanding Loans of the Replaced Bank (in each case in the Applicable Currencies) and (b) an amount equal to such all accrued, but theretofore unpaid, Fees owing to the Replaced Bank hereunder shall be purchased pursuant to Section 3.01 and (y) to the Swingline Lender or Letter of Credit Issuer, as the case may be, any portion of a Mandatory Borrowing or the funding of a drawing, respectively, as to which the Replaced Bank is then in full without recourse at par plus accrued interest at or prior to such replacement, default; and (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the each Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes Replaced Bank any other amounts payable to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Replaced Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank under this Agreement (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery amounts payable under Section 1.09 and/or 1.10 which have accrued to the Borrower in due course date of any Notes payable to such Bank and specification replacement). Upon the execution of the information contemplated respective assignment documentation, the payment of amounts referred to in the preceding sentence and, if so requested by Schedule I the Replacement Bank, delivery to the Replacement Bank of the applicable Notes executed by the respective Borrowers, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such replacement bank)Replaced Bank.
Appears in 1 contract
Samples: Credit Agreement (Reltec Corp)
Replacement of Banks. In the event that If (ai) any Bank makes a demand for requests payment under of, or the Borrower is otherwise required to pay to any Bank, any amount pursuant to Section 2.07(b8.01(b) or Section 2.128.03, (bii) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) if any Bank becomes a Defaulting BankBank or (iii) if any Bank notifies the Administrative Agent pursuant to Section 8.02 of its inability to make, maintain or fund Euro-Dollar Loans, then the Borrower may within ninety (90) days of the applicable eventmay, if no Default then existsat its sole expense and effort, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Bank to lend hereunder shall be terminated and the Advances payable upon notice to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, require such Bank to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement to an Assignee (iii) which Assignee may be another Bank, if such replacement bank is other Bank agrees to accept such assignment) that shall assume such obligations pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto which shall be executed by such Assignee and (except as otherwise provided in this Section 2.18) such transferor Bank; provided, that (A) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not already a unreasonably be withheld, conditioned or delayed, (B) such transferor Bank hereundershall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (in each case, if any), from the Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (andin the case of all other amounts), which amounts shall be the only amounts payable to such transferor Bank in respect of such assignment and delegation, (C) any Bank being replaced pursuant to this Section 2.18 shall be deemed to have granted to the Administrative Agent the authority to act as its attorney-in-fact solely for avoidance the purpose of doubtexecuting such Assignment and Assumption Agreement, and (D) in the case of any such assignment and delegation resulting from a request or claim for payment under Section 8.03, such assignment will result in a reduction in any payments due to such transferor Bank on a dollar-for-dollar basis to the extent that such assignment eliminates or reduces the amount that such transferor Bank is entitled to receive under Section 8.03. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the replacement bankcircumstances entitling the Borrower to require such assignment and delegation cease to apply. With respect to a demand for compensation from a Bank pursuant to Section 8.03(a), the Borrower’s rights under this Section 2.18 shall be an alternative to the Borrower’s rights under Section 8.04. Upon execution and delivery by the Assignee and (except as otherwise provided in this Section 2.18) the transferor Bank of the Assignment and Assumption Agreement referred to above and payment by such Assignee to such transferor Bank of the amount (if any) payable by such Assignee pursuant to clause (B) above: (1) such Assignee shall pay be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment equal to such transferor Bank’s Commitment immediately prior to the effectiveness of such assignment and delegation (or, if there is more than one Assignee, the respective portion of such Commitment agreed to be assumed by each such Assignee); provided, that if any Assignee is the Borrower, a Subsidiary or a Consolidated Entity of the Borrower, then, only the transferor Bank’s unfunded Commitment (but not any of its Loans) may be so assigned, and upon such assignment, such Commitment shall be deemed to be zero for all purposes hereunder for so long as such Assignee holds such Commitment; and (2) the transferor Bank shall be released from its future obligations hereunder (but not from any obligation or liability arising prior to the effectiveness of such assignment and delegation, nor, in the case of a Defaulting Bank, from any obligation or liability arising in respect of the matter(s) as a result of which such Bank is a Defaulting Bank). Upon the consummation of any such assignment and delegation, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 2.16. In connection with any assignment pursuant to this Section 2.18, (I) the Borrower shall cause to be paid to the Administrative Agent an administrative fee for processing such assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced$3,500, and (vII) notwithstanding anything to the contrary set forth herein, if the transferor Bank does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption Agreement reflecting such other actions assignment within five Domestic Business Days of the date on which the Assignee executes and delivers such Assignment and Assumption Agreement to the transferor Bank, then such transferor Bank shall be taken by deemed to have executed and delivered such Assignment and Assumption Agreement. Notwithstanding the Borrowerforegoing or anything to the contrary herein, such Bank and such replacement bank as the Borrower may be appropriate to effect terminate the replacement unfunded Commitment of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such any Defaulting Bank (includingwhether or not such Defaulting Bank has made any Loans), without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course affecting Commitments of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)non-Defaulting Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Replacement of Banks. In the event that (ax) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) If any Bank becomes a Defaulting BankBank or (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c) or Section 3.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs, the Borrower may within ninety (90) days of shall have the applicable eventright, if no Default or Event of Default then exists, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other banks or financial institutions, financial institution none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Administrative Agent (which acceptance shall not be unreasonably withheld or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignmentdelayed), provided PROVIDED that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 11.04(b) (and with all obligations fees payable pursuant to said Section 11.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of such the Commitments and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to lend hereunder shall be terminated and the Advances payable Replaced Bank in respect thereof an amount equal to such Bank (A) the principal of, and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior on, all outstanding Loans of the Replaced Bank, (B) all accrued, but theretofore unpaid, Fees owing to such replacementthe Replaced Bank pursuant to Section 2.01, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution all such amounts, if any, due and delivery owing under Section 1.11) of new Notes the Borrower due and owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in fall to such replacement bank if Replaced Bank concurrently with such replacement bank shall and (iii) no Bank may be replaced pursuant to this Section 1.13 unless each other Bank which is a Defaulting Bank or which is charging increased costs of the type described above, as the case may be, is replaced substantially concurrently pursuant to this Section. Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 6.13 and, if so requestrequested by the Replacement Bank, redelivery delivery to the Borrower in due course of any Notes payable to such Replacement Bank and specification of the information contemplated appropriate Note or Notes executed by Schedule I as to such replacement bank).the Borrower, 15
Appears in 1 contract
Samples: Credit Agreement (Ceres Group Inc)
Replacement of Banks. In the event that (a) any Bank makes a demand for payment under Section 2.07(b2.09(c) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bank2.14, the Borrower may within ninety (90) days of the applicable eventsuch demand, if no Default or Event of Default then exists, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment); provided, provided that that, (i) all obligations of such Bank to lend hereunder shall be terminated and the Advances A Note and any B Note payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, (iii) if such replacement bank is not already a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “"Bank” " hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (viv) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has all of the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so requestbank, redelivery to the Borrower in due course of any the Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank).
Appears in 1 contract
Replacement of Banks. In the event that (a) If any Bank (an "Affected Bank") (i) makes a demand upon the Borrowers for payment under Section 2.07(b) (or Section 2.12, (b) if the Borrower is Borrowers are otherwise required to make any payment in respect of Taxes or Other Taxes pay) amounts pursuant to Section 2.15 §§4.4 or 4.10 or (cii) any Bank becomes is unable to make or maintain Eurodollar Loans as a Defaulting Bankresult of a condition described in §4.9, the Borrower may Borrowers may, within ninety (90) 90 days of receipt of such demand or notice (or the applicable eventoccurrence of such other event causing the Borrowers to be required to pay such compensation or causing §4.9 to be applicable), if no Default then exists, replace by notice in writing to the Administrative Agent and such Affected Bank (a "Replacement Notice") (A) request the Affected Bank to cooperate with another commercial bank, financial institution or other Person the Borrowers in accordance with obtaining a replacement bank satisfactory to the Administrative Agent and the Borrowers (the "Replacement Bank"); (B) request the non-Affected Banks to acquire and assume all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment)Affected Bank's Loans and Commitment, as provided that (i) all obligations herein, but none of such Bank to lend hereunder Banks shall be terminated and the Advances payable under an obligation to such do so; or (C) designate a Replacement Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent. If any satisfactory Replacement Bank shall be obtained, and/or any of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, then such Affected Bank shall, so long as no Event of Default shall have occurred and be continuing, assign, in accordance with §17, all of its Commitment, Loans, Notes and other rights and obligations under this Credit Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Bank; provided, however, that (iiii) if such replacement bank is not already a assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Bank hereunderand such Replacement Bank and/or non-Affected Banks, as the case may be, and (ii) prior to any such assignment, the Borrower (andBorrowers shall have paid to such Affected Bank all amounts properly demanded and unreimbursed under §§4.4, for avoidance 4.8, 4.9 and 4.10. Upon the effective date of doubtsuch assignment, not the Borrowers shall issue replacement bank) Notes to such Replacement Bank and/or non-Affected Banks, as the case may be, and such institution shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed become a "Bank" for all purposes to be a “Bank” hereunder with a Commitment in under this Credit Agreement and the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)Loan Documents.
Appears in 1 contract
Samples: Revolving Credit Agreement (Waste Connections Inc/De)
Replacement of Banks. In the event that If (ai) any Bank makes a demand for requests payment under Section 2.07(b) of, or Section 2.12, (b) the Borrower is otherwise required to make pay to any payment in respect of Taxes or Other Taxes Bank, any amount pursuant to Section 2.15 8.03, or (cii) if any Bank becomes a Defaulting Bank, then the Borrower may within ninety (90) days of the applicable eventmay, if no Default then existsat its sole expense and effort, replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), provided that (i) all obligations of such Bank to lend hereunder shall be terminated and the Advances payable upon notice to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to such replacement, (ii) such replacement shall be reasonably satisfactory to the Administrative Agent, require such Bank to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement to an Assignee (iii) which Assignee may be another Bank, if such replacement bank is other Bank agrees to accept such assignment) that shall assume such obligations pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit H hereto which shall be executed by such Assignee and (except as otherwise provided in this Section 2.18) such transferor Bank; provided, that (A) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not already a unreasonably be withheld, (B) such transferor Bank hereundershall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (in each case, if any), 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), which amounts shall be the only amounts payable to such transferor Bank in respect of such assignment and delegation, (C) any Bank being replaced pursuant to this Section 2.18 shall be deemed to have granted to the Administrative Agent the authority to act as its attorney-in-fact solely for the purpose of executing such Assignment and Assumption Agreement, and (D) in the case of any such assignment and delegation resulting from a request or claim for payment under Section 8.03, such assignment will result in a reduction in any payments due to such transferor Bank on a dollar-for-dollar basis to the extent that such assignment eliminates or reduces the amount that such transferor Bank is entitled to receive under Section 8.03. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. With respect to a demand for compensation from a Bank pursuant to Section 8.03(a), the Borrower’s rights under this Section 2.18 shall be an alternative to the Borrower’s rights under Section 8.04. Upon execution and delivery by the Assignee and (except as otherwise provided in this Section 2.18) the transferor Bank of the Assignment and Assumption Agreement referred to above and payment by such Assignee to such transferor Bank of the amount (if any) payable by such Assignee pursuant to clause (B) above: (1) such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment equal to such transferor Bank’s Commitment immediately prior to the effectiveness of such assignment and delegation (or, if there is more than one Assignee, the respective portion of such Commitment agreed to be assumed by each such Assignee); provided, that if any Assignee is the Borrower, a Subsidiary or a Consolidated Subsidiary of the Borrower, the transferor Bank’s rights and obligations with respect to its Commitment may be so assigned provided that such transferor Bank does not hold any Loans, and, so long as such Assignee holds such Commitment, with respect to (I) any waiver, amendment or modification of the Credit Agreement or (II) any instruction or authorization given to the Administrative Agent under the Credit Agreement, such Assignee shall be deemed to have approved or joined in such waiver, amendment or modification, such request or such instruction or authorization if it has otherwise been agreed or consented to, or joined in, by the Required Banks, calculated for this purpose on a basis that disregards (for the avoidance of doubt, in both the numerator and the denominator) the amount of such Commitment; and (2) the transferor Bank shall be released from its future obligations hereunder (but not from any obligation or liability arising prior to the replacement bankeffectiveness of such assignment and delegation, nor, in the case of a Defaulting Bank, from any obligation or liability arising in respect of the matter(s) as a result of which such Bank is a Defaulting Bank). Upon the consummation of any such assignment and delegation, the transferor Bank, the Administrative Agent and the Borrower shall pay make appropriate arrangements so that, if required, a new Note is issued to the Assignee. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 2.16. In connection with any assignment pursuant to this Section 2.18, (I) the Borrower shall cause to be paid to the Administrative Agent an administrative fee for processing such assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced$3,500, and (vII) notwithstanding anything to the contrary set forth herein, if the transferor Bank does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption Agreement reflecting such other actions assignment within five Domestic Business Days of the date on which the Assignee executes and delivers such Assignment and Assumption Agreement to the transferor Bank, then such transferor Bank shall be taken by the Borrower, deemed to have executed and delivered such Bank Assignment and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)Assumption Agreement.’
Appears in 1 contract
Samples: Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Replacement of Banks. In (x) Upon the occurrence of any event that -------------------- giving rise to the operation of Section 1.11(a)(ii) or (a) iii), Section 1.11(c), Section 1.11(d), Section 2.05 or Section 4.04 with respect to any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) which results in such Bank charging to the Borrower is required to make any payment increased costs which are material in respect amount and are in excess of Taxes or Other Taxes pursuant to Section 2.15 those being generally charged by the other Banks or (cy) any as provided in Section 12.12(b) in the case of certain refusals by a Bank becomes a Defaulting Bankto consent to certain proposed changes, waivers, discharges or ter minations with respect to this Agreement which have been approved by the Required Banks, the Borrower may within ninety (90) days of shall have the applicable eventright, if no Default or Event of Default then existsexists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased cost, to replace such Bank (the "Replaced Bank") with another commercial bankone or more other Eligible Assignee or Assignees (collectively, financial institution or other Person in accordance with all the "Replacement Bank") reasonably acceptable to the Administrative Agent and each Letter of the provisions of Section 10.06(a) (including execution of an appropriate Assignment), Credit Issuer; provided that (i) at the time of any replacement pursuant to this -------- Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank's Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of such the Borrower owing to the Replaced Bank to lend hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be terminated and the Advances payable paid in full to such Replaced Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to concurrently with such replacement. Upon the execution of the respective Assignment Agreements, the payment of amounts referred to in clauses (i) and (ii) such replacement shall be reasonably satisfactory above and, if so requested by the Replacement Bank, delivery to the Administrative AgentReplacement Bank of an appropriate Note executed by the Borrower, (iiix) if such replacement bank is not already the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall pay except with respect to the Administrative Agent an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank indemnification provisions under this Agreement (including, without limitationlimita tion, execution and delivery of new Notes to such replacement bank if such replacement bank Sections 1.11, 1.12, 2.05, 4.04 and, 12.01), which shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I survive as to such replacement bank)Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.
Appears in 1 contract
Samples: Credit Agreement (Ametek Inc)
Replacement of Banks. In the event that (a) The Borrower shall be permitted to replace any Bank makes a demand for payment under Section 2.07(b) that does not consent to any proposed amendment, supplement, modification, consent or Section 2.12, (b) waiver of any provision of this Agreement or any other Loan Document that requires the Borrower is required to make any payment in respect consent of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bank, the Borrower may within ninety (90) days each of the applicable event, if no Default then exists, replace such Bank with another commercial bank, financial institution Banks or other Person in accordance with all each of the provisions Banks affected thereby (so long as the consent of Section 10.06(a) (including execution of an appropriate Assignmentthe Required Banks has been obtained), with a replacement financial institution; provided that (i) all obligations such replacement does not conflict with any Requirement of such Bank to lend hereunder Law, (ii) no Event of Default shall have occurred and be terminated and continuing at the Advances payable to such Bank and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest at or prior to time of such replacement, (iiiii) prior to any such replacement, such Bank shall have taken no action so as to eliminate the continued need for payment of amounts owing pursuant to Section 8.2 or 8.4, (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Bank on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Bank under Section 2.13 if any Eurodollar Loan owing to such replaced Bank shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution shall be reasonably satisfactory to the Administrative Agent, (iiivii) if the replaced Bank shall be obligated to make such replacement bank is not already a Bank hereunderin 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 (and, for avoidance of doubt, not the replacement bank) shall pay all additional amounts (if any) required pursuant to Section 8.2 or 8.4, 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 Bank shall have against the replaced Bank. Each party hereto agrees that an assignment fee of $3,500 in connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes required pursuant to be a “Bank” hereunder with a Commitment in the amount of the respective Commitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the respective Commitment of such Bank prior to such replacement), as such amount this paragraph may be changed from time effected pursuant to time pursuant hereto, an Assignment and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (v) such other actions shall be taken Assumption executed by the Borrower, the Administrative Agent and the assignee, and that the Bank required to make such Bank and assignment need not be a party thereto in order for such replacement bank as may assignment to be appropriate to effect the replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall so request, redelivery to the Borrower in due course of any Notes payable to such Bank and specification of the information contemplated by Schedule I as to such replacement bank)effective.
Appears in 1 contract
Samples: Credit Agreement (Istar Inc.)
