Common use of Approval by Required Banks Clause in Contracts

Approval by Required Banks. In the event that one or more Banks do not agree to extend the Expiration Date or do not respond to Borrowers' request for an extension within the time required under Section 2.10.1 (each a "Bank to be Terminated"), but the Required Banks agree to such extension within such time then the Banks which have agreed to such extension within the time required under Section 2.10.1 (each an "Extending Bank") may, with the prior written approval of the Borrowers and the Agent, arrange to have one or more other banks (each an "Assignee Bank") purchase all of the outstanding Loans, if any, of the Bank to be Terminated and succeed to and assume the Commitments and all other rights, interests and obligations of the Bank to be Terminated under this Agreement and the other Loan Documents. Any such purchase and assumption shall be (1) pursuant to an Assignment and Assumption Agreement, (2) subject to and in accordance with Section 11.11 [Successors and Assigns], and (3) effective on the last day of the Interest Period if any Loans are outstanding under the Euro-Rate Option. The Borrowers shall pay all amounts due and payable to the Bank to be Terminated on the effective date of such Assignment and Assumption Agreement. In the event that the Agent shall become a Bank to be Terminated, the provisions of this Section 2.10 shall be subject to Section 10.14 [

Appears in 1 contract

Samples: Credit Agreement (Churchill Downs Inc)

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Approval by Required Banks. In the event that one or more Banks do not agree to extend the Expiration Date or do not respond to Borrowers' request for an extension within the time required under Section 2.10.1 (each a "Bank to be TerminatedReplaced"), but the Required Banks agree to such extension within such time then the Banks which have agreed to such extension within the time required under Section 2.10.1 (each an "Extending Bank") may, with the prior written approval of the Borrowers and the Agent, arrange to have one or more other banks (each an "Assignee Bank") purchase all of the outstanding Loans, if any, of the Bank to be Terminated Replaced and succeed to and assume the Revolving Credit Commitments and all other rights, interests and obligations of the Bank to be Terminated Replaced under this Agreement and the other Loan Documents. Any such purchase and assumption shall be (1) pursuant to an Assignment and Assumption Agreement, (2) subject to and in accordance with Section 11.11 [Successors and Assigns]10.11, and (3) effective on the last day of the Interest Period if any Loans are outstanding under the Euro-Rate Option. The Borrowers shall pay all amounts due and payable to the Bank to be Terminated Replaced on the effective date of such Assignment and Assumption Agreement. In the event that the Agent shall become a Bank to be TerminatedReplaced, the provisions of this Section 2.10 shall be subject to Section 10.14 [10.14.

Appears in 1 contract

Samples: Guaranty and Suretyship Agreement (Option Care Inc/De)

Approval by Required Banks. In the event that one or more Banks do not agree to extend the Expiration Date or do not respond to Borrowers' the Company's request for an extension within the time required under Section 2.10.1 2.09 (each a "Bank to be Terminated"), but the Required Banks agree to such extension within such time time: then, on or before the then applicable Expiration Date, the Banks which have agreed to such extension within the time required under Section 2.10.1 (each an "Extending Bank") Company may, with the prior written approval of the Borrowers and the AgentAgent (which approval shall not be unreasonably withheld), arrange to have one or more other banks reasonably acceptable to the Agent (each an "Assignee Bank") purchase all of the outstanding Loans, if any, of the Bank to be Terminated and succeed to and assume all of the Commitments and all other rights, interests interests, and obligations of the Bank to be Terminated under this Agreement and the other Loan Documents. Any such purchase and assumption shall be (1) pursuant to an Assignment and Assumption Agreement, (2) subject to and in accordance with Section 11.11 10.11 [Successors and Assigns], and (3) effective on the last day of the Interest Period if any Committed Loans are outstanding under the Euro-Rate Option. The Committed Loan LIBOR Option or if any Bid Loans are outstanding to such Bank to be Terminated, the Borrowers shall pay all such outstanding amounts, together with all interest, fees and all other amounts due and payable of any nature owing to the Bank to be Terminated on the effective date of such Assignment and Assumption AgreementAgreement (including any amounts owing under Section 4.06(b) [Indemnity]. In the event that the Agent shall become a Bank to be Terminated, the provisions of this Section 2.10 2.09 shall be subject to Section 10.14 9.14 [

Appears in 1 contract

Samples: Credit Agreement (Ace LTD)

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Approval by Required Banks. In the event that one or more Banks do not agree to extend the Expiration Date or do not respond to Borrowers' Borrower's request for an extension within the time required under Section 2.10.1 (each a "Bank to be Terminated"), but the Required Banks agree to such extension within such time then then, on or before the existing Expiration Date, the Banks which have agreed to such extension within the time required under Section 2.10.1 (each an "Extending Bank") may, with the prior written approval of the Borrowers Borrower and the Agent, arrange to have one or more other banks (each an "Assignee Bank") purchase all of the outstanding Loans, if any, of the Bank to be Terminated and succeed to and assume the Commitments and all other rights, interests and obligations of the Bank to be Terminated under this Agreement and the other Loan Documents. Any such purchase and assumption shall be (1) pursuant to an Assignment and Assumption Agreement, and (2) subject to and in accordance with Section 11.11 [Successors and Assigns], and (3) effective on the last day of the Interest Period if any Loans are outstanding under the Euro-Rate Option11.12. The Borrowers Borrower shall pay all amounts due and payable to the Bank to be Terminated on the effective date of such Assignment and Assumption Agreement. In Agreement (but only to the event that extent the Agent shall become a rights to such amounts have not been assigned by the Bank to be Terminated, the provisions of this Section 2.10 shall be subject Terminated pursuant to Section 10.14 [such Assignment and Assumption

Appears in 1 contract

Samples: Credit Agreement (Freemarkets Inc)

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