Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 11, (ii) the Lenders shall automatically and without further act (and without regard to the provisions of Section 14.6) be deemed to have exchanged interests in the Credit Facilities such that in lieu of the interest of each Lender in each Credit Facility in which it shall participate as of such date (including such Lender’s interest in the Specified Obligations of each Credit Party in respect of each such Credit Facility), such Lender shall hold an interest in every one of the Credit Facilities (including the Specified Obligations of each Credit Party in respect of each such Credit Facility and each L/C Reserve Account established pursuant to Section 13.2 below), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage thereof and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, in the case of (A) any Canadian Lender that has prior to the date thereof notified the Canadian Administrative Agent and the Borrower in writing that it has elected to have this clause (iii) apply to it, and (B) any other Lender that has notified the Administrative Agent in writing that it desires to have its deemed participation following the CAM Exchange Date converted to Dollars, the interests in the Canadian Obligations to be received by such Lender in such deemed exchange shall, automatically and with no further action required, be converted into the Dollar Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to such Lender in respect of such Obligations shall accrue and be payable in Dollars at the rate otherwise applicable hereunder, provided that such CAM Exchange will not affect the aggregate amount of the Obligations of the Borrower and the Canadian Borrower to the Lenders under the Credit Documents. Each Lender and each Credit Party hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Credit Facility. Each Credit Party agrees from time to time to execute and deliver to the Administrative Agent all promissory notes and other instruments and documents as the Administrative Agent shall reasonably request t...
Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each Global Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Revolving Facility Lender's ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) of each Swingline Foreign Currency Loan outstanding on such date, (iii) each U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility Percentage of each Swingline Dollar Loan outstanding on such date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.04) be deemed to have exchanged interests in the Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's interest in the Obligations of each Loan Party in respect of each such Loan, Letter of Credit and Ancillary Credit Extension), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Swingline Loans, Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established purs...
Implementation of CAM. 155 SECTION 10.02. Letters of Credit ..........................................
Implementation of CAM. On the CAM Exchange Date, the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations outstanding under the Credit Facilities such that in lieu of the interest of each Lender in the Designated Obligations outstanding under each Credit Facility in which it shall participate as of such date, such Lender shall hold an interest in the Designated Obligations outstanding under each of the Credit Facilities, whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof. Each Participant that has acquired a participation from any Lender as contemplated by Section 9.04(e) and each Loan Party hereby consents and agrees to the CAM Exchange. Each Loan Party agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided, however, that the failure of any Loan Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.
Implementation of CAM. On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article VII and (ii) the Lenders shall automatically and without further act be deemed to have exchanged interests in the Credit Facilities such that in lieu of the interest of each Lender in each Credit Facility in which it shall participate as of such date (including such Lender's interest in the principal, reimbursement, interest and Fee obligations of each Credit Party in respect of each such Credit Facility), such Lender shall hold an interest in every one of the Credit Facilities (including the principal, reimbursement, interest and Fee obligations of each Credit Party in respect of each such Credit Facility and each L/C Reserve Account established pursuant to Section 9.02 below), whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 10.04(f) and each Credit Party hereby consents and agrees to the CAM Exchange. Each Credit Party agrees from time to time to execute and deliver to the Administrative Agent all such Notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any Notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any Notes so executed and delivered; provided, however, that the failure of any Credit Party to execute or deliver or of any Lender to accept any such Note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.
Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article VII, (ii) each Domestic A Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Administrative Agent in accordance with
Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article VII, (ii) the principal amount of each Loan and LC Disbursement denominated in a Foreign Currency shall, automatically and with no further action required, be converted into the Dollar Equivalent, determined using the Exchange Rates calculated as of the CAM Exchange Date, of such amount and on and after such date all amounts accruing and owed to any Lender in respect of such Obligations shall accrue and be payable in Dollars at the rates otherwise applicable hereunder and (iii) each Lender shall automatically and without further act (and without regard to the provisions of Section
Implementation of CAM. (a) On the CAM Exchange Date, (i) the Revolving Commitments shall automatically and without further act be terminated, (ii) the Revolving Lenders and the Issuing Banks shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that, in lieu of the interests of each Revolving Lender and each Issuing Bank in the Designated Obligations under each Tranche (as defined below) in which it shall participate as of such date, such Revolving Lender and such Issuing Bank shall own an interest equal to such Revolving Lender’s and such Issuing Bank’s CAM Percentage in the Designated Obligations under each of the Tranches and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, the interests in the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the US Dollar Equivalent, determined using the Spot Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the Revolving Lenders and the Issuing Banks in respect of such Designated Obligations shall accrue and be payable in US Dollars at the rate otherwise applicable hereunder. Each Revolving Lender, each Issuing Bank, each Person acquiring a participation from any Revolving Lender as
Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated in accordance with Article VII, (ii) the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that, in lieu of the interests of each Lender in the Designated Obligations under each Tranche (as defined below) in which it shall participate as of such date, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Designated Obligations under each of the Tranches and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, the interests in the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Dollar Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the Lenders in respect of such Designated Obligations shall accrue and be payable
Implementation of CAM. 141 -iv- Exhibits and Schedules Exhibit A Form of Assignment and Acceptance Exhibit B Form of Administrative Questionnaire Exhibit C-1 Form of Borrowing Request Exhibit C-2 Form of Swingline Borrowing Request Exhibit D Form of U.S. Mortgage Exhibit E Form of U.S. Collateral Agreement Exhibit F Form of Foreign Guarantee Exhibit G-1 Form of Foreign Subsidiary Borrower Agreement Exhibit G-2 Form of Foreign Subsidiary Borrower Termination Exhibit H Reserve Costs for Mandatory Costs Rate Exhibit I Form of Solvency Certificate Exhibit J Form of Real Property Officers' Certificate Schedule 1.01(h) Certain U.S. Subsidiaries Schedule 1.01(i) Post-Closing Reorganization Schedule 1.01(j) Pro Forma Adjusted EBITDA Schedule 2.01 Commitments Schedule 2.05(a) Existing Letters of Credit Schedule 3.01 Organization and Good Standing Schedule 3.04 Governmental Approvals Schedule 3.07(c) Intellectual Property Schedule 3.08(b) Subsidiaries Schedule 3.08(c) Subscriptions Schedule 3.09 Litigation Schedule 3.13 Taxes Schedule 3.16 Environmental Matters Schedule 3.20 Labor Matters Schedule 3.21 Insurance Schedule 4.02(b) Local U.S. and/or Foreign Counsel Schedule 5.15 Post-Closing Matters Schedule 6.01 Indebtedness Schedule 6.02(a) Liens Schedule 6.04 Investments Schedule 6.07 Transactions with Affiliates CREDIT AGREEMENT dated as of November 4, 2003 (this "Agreement"), among NALCO HOLDINGS LLC, a Delaware limited liability company ("Holdings"), NALCO COMPANY, a Delaware corporation ( "Nalco" or the "U.S. Borrower"), the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto (the "Foreign Subsidiary Borrowers" and collectively with the U.S. Borrower, the "Borrowers"), the LENDERS party hereto from time to time, CITIGROUP GLOBAL MARKETS INC. ("CGMI") and BANC OF AMERICA SECURITIES LLC ("BAS"), as global coordinators (in such capacity, the "Global Coordinators"), CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the "Administrative Agent") and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders, Bank of America, N.A., as documentation agent (in such capacity, the "Documentation Agent"), DEUTSCHE BANK SECURITIES INC. ("DBSI"), X.X. XXXXXX SECURITIES INC. ("JPMSI"), XXXXXXX SACHS CREDIT PARTNERS L.P. ("GSCP") and UBS SECURITIES LLC ("UBSS"), each as co-syndication agent (in such capacity, a "Co-Syndication Agent"), and CGMI, BAS, DBSI, JPMSI, GSCP and UBSS, as joint lead arrangers and joint book managers (in such capacity, the "Jo...
