Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Bank shall become a Defaulting Bank and such Defaulting Bank shall immediately fail to cure the default as a result of which it has become a Defaulting Bank; (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a), the consent of the Required Banks shall have been obtained but the consent of one or more of the other Banks (each a “Non Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a) or 11.9(b) (each a “Requesting Bank”); then, with respect to each such Defaulting Bank, Non Consenting Bank or Requesting Bank (the “Terminated Bank”), the Company may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its outstanding Loans and its Commitments, if any, in full to one or more Assignees (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) and the Company shall pay the fees, if any, payable thereunder in connection with any such assignment from a Non-Consenting Bank or Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bank; provided, (i) (A) on the date of such assignment, the Replacement Bank shall pay to Terminated Bank the aggregate principal amount of all outstanding Loans and Swingline Exposure of the Terminated Bank and, subject to clauses (B) and (C) hereof, all other Obligations owing to such Terminated Bank under this Agreement, (B) on the date any such fees shall be due as provided in Section 2.8, subject to Section 2.11, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid fees owing to such Terminated Bank and (C) on the date any accrued interest shall be due as provided in Section 2.3, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid interest owing to such Terminated Bank and (ii) in the event such Terminated Bank is a Non Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no Swingline Loan is outstanding in respect of which such Bank may be required to acquire a participating interest pursuant to Section 2.14, elect to terminate such Bank’s Commitment and obligations to make Loans and acquire such participating interest in Swingline Loans hereunder, provided that the Company shall send written notice to such Bank specifying a date at least 3 Business Days after the date of such notice on which such Bank’s Commitment and obligation to make Loans and acquire participating interests in Swingline Loans hereunder shall be terminated. Upon the prepayment of all amounts owing to any Terminated Bank and the termination of such Terminated Bank’s Commitments, if any, such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided, that such Terminated Bank shall continue to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.4, 11.9, 12.1(b) and 12.1(c) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto). Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).
Appears in 3 contracts
Samples: Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.)
Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Bank shall become a Defaulting Bank and such Defaulting Bank shall immediately fail to cure the default as a result of which it has become a Defaulting Bank; (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a), the consent of the Required Banks shall have been obtained but the consent of one or more of the other Banks (each a “Non Non-Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a11.3(a), 11.8(b) or 11.9(b11.8(c) or (d) if any Bank gives any notice pursuant to Section 11.8(d) indicating its inability to make or maintain Alternative Currency Rate Loans under an Applicable Tranche to which such Bank is then an “Applicable Bank” (each such Bank under clauses (c) and (d) above, a “Requesting Bank”, and such Applicable Tranche, an “Impacted Tranche”); then, with respect to each such Defaulting Bank, Non Non-Consenting Bank or Requesting Bank (the “Terminated Bank”), the Company may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its outstanding Loans and its CommitmentsApplicable Tranche Commitments (or, in the case of a Requesting Bank under clause (d) above, the outstanding Loans and its Applicable Tranche Commitments under the Impacted Tranche), if any, in full to one or more Assignees (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) and the Company shall pay the fees, if any, payable thereunder in connection with any such assignment from a Non-Consenting Bank or a Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bank; provided, (i) (A) on the date of such assignment, the Replacement Bank shall pay to such Terminated Bank the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure of the Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche) and, subject to clauses (B) and (C) hereof, all other Obligations owing to such Terminated Bank under this Agreement, (B) on the date any such fees shall be due as provided in Section 2.8, subject to Section 2.11, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid fees owing to such Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche) and (C) on the date any accrued interest shall be due as provided in Section 2.33.3, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid interest owing to such Terminated Bank (or, in the case of a Requesting Bank under clause (d) above, all accrued, but theretofore unpaid interest owing to such Terminated Bank under the Impacted Tranche) and (ii) in the event such Terminated Bank is a Non Non-Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no Applicable Tranche Swingline Loan (or, in the case of a Requesting Bank under clause (d) above, no Applicable Tranche Swingline Loan under the Impacted Tranche) is outstanding in respect of which such Bank may be required to acquire a participating interest pursuant to Section 2.14, elect to terminate such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans hereunderhereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans under the Impacted Tranche), provided that the Company shall send written notice to such Bank specifying a date at least 3 Business Days after the date of such notice on which such Bank’s Commitment Applicable Tranche Commitments and obligation to make Loans and acquire participating interests in Applicable Tranche Swingline Loans hereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitments and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans, under the Impacted Tranche) shall be terminated. Upon the prepayment of all amounts Obligations owing to any Terminated Bank and the termination of such Terminated Bank’s Applicable Tranche Commitments, if anyany (other than in the case of a Requesting Bank retaining an Applicable Tranche Commitment after such termination), such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided. Notwithstanding anything to the contrary above, that such each Terminated Bank shall continue to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.411.3, 11.911.8, 12.1(b) ), 12.1.(c), and 12.1(c12.1(d) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto). Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Non-Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).
Appears in 2 contracts
Samples: Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.)
Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Bank (an “Increased Cost Bank”) shall give notice to each Borrower that such Bank is an Affected Bank or that such Bank is entitled to receive payments under Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Bank to be an Affected Bank or which entitle such Bank to receive such payments shall remain in effect, and (iii) such Bank shall fail to withdraw such notice within five Business Days after a Borrower’s request for such withdrawal; or (b) (i) any Bank shall become a Defaulting Bank and Bank, (ii) the Default Period for such Defaulting Bank shall immediately remain in effect, and (iii) such Defaulting Bank shall fail to cure the default as a result of which it has become a Defaulting BankBank within five Business Days after such Borrower’s request that it cure such default; or (bc) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a10.6(b), the consent of the Required Requisite Banks shall have been obtained but the consent of one or more of the such other Banks (each a “Non Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a) or 11.9(b) (each a “Requesting Bank”)obtained; then, with respect to each such Defaulting Increased Cost Bank, Defaulting Bank or Non Consenting Bank or Requesting Bank (the “Terminated Bank”), the Company a Borrower may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) 10.6 and the Company Xerium shall pay the fees, if any, any fees payable thereunder in connection with any such assignment from a Non-Consenting Bank or Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bankassignment; provided, (i) (A1) on the date of such assignment, the Replacement Bank shall pay to Terminated Bank an amount equal to the aggregate sum of (A) an amount equal to the principal amount of of, and all accrued interest on, all outstanding Loans and Swingline Exposure of the Terminated Bank andBank, subject to clauses (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Bank, together with all then unpaid interest with respect thereto at such time and (C) hereof, all other Obligations owing an amount equal to such Terminated Bank under this Agreement, (B) on the date any such fees shall be due as provided in Section 2.8, subject to Section 2.11, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid fees owing to such Terminated Bank and pursuant to Section 2.11; (C2) on the date any accrued interest shall be due as provided in Section 2.3of such assignment, the Replacement Bank (or the Administrative Agent) each Borrower shall pay all accrued, but theretofore unpaid interest owing any amounts payable to such Terminated Bank pursuant to Section 2.18(c), 2.19 or 2.20 or otherwise as if it were a prepayment; and (ii3) in the event such Terminated Bank is a Non Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no Swingline Loan is outstanding each matter in respect of which such Terminated Bank was a Non Consenting Bank; provided, a Borrower may be required not make such election with respect to acquire a participating interest pursuant any Terminated Bank that is also an Issuing Bank unless, prior to Section 2.14, elect to terminate such Bank’s Commitment and obligations to make Loans and acquire such participating interest in Swingline Loans hereunder, provided that the Company shall send written notice to such Bank specifying a date at least 3 Business Days after the date effectiveness of such notice on which election, such Bank’s Commitment and obligation Borrower shall have caused each outstanding Letter of Credit issued thereby to make Loans and acquire participating interests in Swingline Loans hereunder shall be terminatedcancelled. Upon the prepayment of all amounts owing to any Terminated Bank and the termination of such Terminated Bank’s Revolving Commitments, if any, such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided, that any rights of such Terminated Bank to indemnification hereunder shall continue survive as to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.4, 11.9, 12.1(b) and 12.1(c) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto). Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Xerium Technologies Inc), Credit and Guaranty Agreement (Xerium Technologies Inc)
Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Bank shall become a Defaulting Bank and such Defaulting Bank shall immediately fail to cure the default as a result of which it has become a Defaulting Bank; (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a), the consent of the Required Banks shall have been obtained but the consent of one or more of the other Banks (each a “Non Non-Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a11.3(a), 11.8(b) or 11.9(b11.8(c) or (d) if any Bank gives any notice pursuant to Section 11.9(h) indicating its inability to make or maintain Alternative Currency Rate Loans under an Applicable Tranche to which such Bank is then an “Applicable Bank” (each such Bank under clauses (c) and (d) above, a “Requesting Bank”, and such Applicable Tranche, an “Impacted Tranche”); then, with respect to each such Defaulting Bank, Non Non-Consenting Bank or Requesting Bank (the “Terminated Bank”), the Company may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its outstanding Loans and its CommitmentsApplicable Tranche Commitments (or, in the case of a Requesting Bank under clause (d) above, the outstanding Loans and its Applicable Tranche Commitments under the Impacted Tranche), if any, in full to one or more Assignees (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) and the Company shall pay the fees, if any, payable thereunder in connection with any such assignment from a Non-Consenting Bank or a Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bank; provided, (i) (A) on the date of such assignment, the Replacement Bank shall pay to such Terminated Bank the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure of the Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche) and, subject to clauses (B) and (C) hereof, all other Obligations owing to such Terminated Bank under this Agreement, (B) on the date any such fees shall be due as provided in Section 2.8, subject to Section 2.11, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid fees owing to such Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche), and (C) on the date any accrued interest shall be due as provided in Section 2.33.3, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid interest owing to such Terminated Bank (or, in the case of a Requesting Bank under clause (d) above, all accrued, but theretofore unpaid interest owing to such Terminated Bank under the Impacted Tranche) and (ii) in the event such Terminated Bank is a Non Non-Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no Applicable Tranche Swingline Loan (or, in the case of a Requesting Bank under clause (d) above, no Applicable Tranche Swingline Loan under the Impacted Tranche) is outstanding in respect of which such Bank may be required to acquire a participating interest pursuant to Section 2.14, elect to terminate such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans hereunderhereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans under the Impacted Tranche), provided that the Company shall send written notice to such Bank specifying a date at least 3 Business Days after the date of such notice on which such Bank’s Commitment Applicable Tranche Commitments and obligation to make Loans and acquire participating interests in Applicable Tranche Swingline Loans hereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitments and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans, under the Impacted Tranche) shall be terminated. Upon the prepayment of all amounts Obligations owing to any Terminated Bank and the termination of such Terminated Bank’s Applicable Tranche Commitments, if anyany (other than in the case of a Requesting Bank retaining an Applicable Tranche Commitment after such termination), such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided. Notwithstanding anything to the contrary above, that such each Terminated Bank shall continue to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.411.3, 11.911.8, 12.1(b) ), 12.1.(c), and 12.1(c12.1(d) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto). Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Non-Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).
Appears in 2 contracts
Samples: Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.)
Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Bank shall become a Defaulting Bank and such Defaulting Bank shall immediately fail to cure the default as a result of which it has become a Defaulting Bank; (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a), the consent of the Required Banks shall have been obtained but the consent of one or more of the other Banks (each a “Non Non-Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a11.3(a), 11.8(b) or 11.9(b11.8(c) or (d) if any Bank gives any notice pursuant to Section 11.8(e) indicating its inability to make or maintain Alternative Currency Rate Loans under an Applicable Tranche to which such Bank is then an “Applicable Bank” (each such Bank under clauses (c) and (d) above, a “Requesting Bank”, and such Applicable Tranche, an “Impacted Tranche”); then, with respect to each such Defaulting Bank, Non Non-Consenting Bank or Requesting Bank (the “Terminated Bank”), the Company may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its Amended Credit Agreement outstanding Loans and its CommitmentsApplicable Tranche Commitments (or, in the case of a Requesting Bank under clause (d) above, the outstanding Loans and its Applicable Tranche Commitments under the Impacted Tranche), if any, in full to one or more Assignees (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) and the Company shall pay the fees, if any, payable thereunder in connection with any such assignment from a Non-Consenting Bank or a Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bank; provided, (i) (A) on the date of such assignment, the Replacement Bank shall pay to such Terminated Bank the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure of the Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche) and, subject to clauses (B) and (C) hereof, all other Obligations owing to such Terminated Bank under this Agreement, (B) on the date any such fees shall be due as provided in Section 2.8, subject to Section 2.11, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid fees owing to such Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche), and (C) on the date any accrued interest shall be due as provided in Section 2.33.3, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid interest owing to such Terminated Bank (or, in the case of a Requesting Bank under clause (d) above, all accrued, but theretofore unpaid interest owing to such Terminated Bank under the Impacted Tranche) and (ii) in the event such Terminated Bank is a Non Non-Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no Applicable Tranche Swingline Loan (or, in the case of a Requesting Bank under clause (d) above, no Applicable Tranche Swingline Loan under the Impacted Tranche) is outstanding in respect of which such Bank may be required to acquire a participating interest pursuant to Section 2.14, elect to terminate such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans hereunderhereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans under the Impacted Tranche), provided that the Company shall send written notice to such Bank specifying a date at least 3 Business Days after the date of such notice on which such Bank’s Commitment Applicable Tranche Commitments and obligation to make Loans and acquire participating interests in Applicable Tranche Swingline Loans hereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitments and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans, under the Impacted Tranche) shall be terminated. Upon the prepayment of all amounts Obligations owing to any Terminated Bank and the termination of such Terminated Bank’s Applicable Tranche Commitments, if anyany (other than in the case of a Requesting Bank retaining an Applicable Tranche Commitment after such termination), such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided. Notwithstanding anything to the contrary above, that such each Terminated Bank shall continue to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.411.3, 11.911.8, 12.1(b) ), 12.1.(c), and 12.1(c12.1(d) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto). Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Non-Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).. Amended Credit Agreement
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Bank shall become a Defaulting Bank and such Defaulting Bank shall immediately fail to cure the default as a result of which it has become a Defaulting Bank; (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a), the consent of the Required Banks shall have been obtained but the consent of one or more of the other Banks (each a “Non Non-Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a11.3(a), 11.8(b) or 11.9(b11.8(c) or (d) if any Bank gives any notice pursuant to Section 11.8(d) indicating its inability to make or maintain Alternative Currency Rate Loans under an Applicable Tranche to which such Bank is then an “Applicable Bank” (each such Bank under clauses (c) and (d) above, a “Requesting Bank”, and such Applicable Tranche, an “Impacted Tranche”); then, with respect to each such Defaulting Bank, Non Non-Consenting Bank or Requesting Bank (the “Terminated Bank”), the Company may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its outstanding Loans and its CommitmentsApplicable Tranche Commitments (or, in the case of a Requesting Bank under clause (d) above, the outstanding Loans and its Applicable Tranche Commitments under the Impacted Tranche), if any, in full to one or more Assignees (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) and the Company shall pay the fees, if any, payable thereunder in connection with any such assignment from a Non-Consenting Bank or a Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bank; provided, (i) (A) on the date of such assignment, the Replacement Bank shall pay to such Terminated Bank the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure of the Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche) and, subject to clauses (B) and (C) hereof, all other Obligations owing to such Terminated Bank under this Agreement, (B) on the date any such fees shall be due as provided in Section 2.8, subject to Section 2.11, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid fees owing to such Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche), and (C) on the date any accrued interest shall be due as provided in Section 2.33.3, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid interest owing to such Terminated Bank (or, in the case of a Requesting Bank under clause (d) above, all accrued, but theretofore unpaid interest owing to such Terminated Bank under the Impacted Tranche) and (ii) in the event such Terminated Bank is a Non Non-Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no Applicable Tranche Swingline Loan (or, in the case of a Requesting Bank under clause (d) above, no Applicable Tranche Swingline Loan under the Impacted Tranche) is outstanding in respect of which such Bank may be required to acquire a participating interest pursuant to Section 2.14, elect to terminate such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans hereunderhereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans under the Impacted Tranche), provided that the Company shall send written notice to such Bank specifying a date at least 3 Business Days after the date of such notice on which such Bank’s Commitment Applicable Tranche Commitments and obligation to make Loans and acquire participating interests in Applicable Tranche Swingline Loans hereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitments and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans, under the Impacted Tranche) shall be terminated. Upon the prepayment of all amounts Obligations owing to any Terminated Bank and the termination of such Terminated Bank’s Applicable Tranche Commitments, if anyany (other than in the case of a Requesting Bank retaining an Applicable Tranche Commitment after such termination), such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided. Notwithstanding anything to the contrary above, that such each Terminated Bank shall continue to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.411.3, 11.911.8, 12.1(b) ), 12.1.(c), and 12.1(c12.1(d) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto). Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Non-Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Bank (an “Increased Cost Bank”) shall become a Defaulting give notice to the Borrower that such Bank is an Affected Bank or that such Bank is entitled to receive payments under Section 2.15, 2.16 or 2.17, (ii) the circumstances which have caused such Bank to be an Affected Bank or which entitle such Bank to receive such payments shall remain in effect, and (iii) such Defaulting Bank shall immediately fail to cure withdraw such notice within five Business Days after the default as a result of which it has become Borrower’s request for such withdrawal; (b) any Bank is a Defaulting Bank; or (bc) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a10.6(b), the consent of the Required Requisite Banks shall have been obtained but the consent of one or more of the such other Banks (each a “Non Non-Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a) or 11.9(b) (each a “Requesting Bank”)obtained; then, with respect to each such Defaulting Increased Cost Bank, Non Consenting Defaulting Bank or Requesting Non-Consenting Bank (the “Terminated Bank”), the Company Borrower may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its outstanding Loans and its Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) 10.6 and the Company Borrower shall pay the fees, if any, any fees payable thereunder in connection with any such assignment from a Non-Consenting Bank or Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bankassignment; provided, (i) (A1) on the date of such assignment, the Replacement Bank shall pay to the Terminated Bank an amount equal to the aggregate sum of (A) an amount equal to the principal amount of of, and all accrued interest on, all outstanding Loans and Swingline Exposure of the Terminated Bank andBank, subject to clauses (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Bank, together with all then unpaid interest with respect thereto at such time and (C) hereof, all other Obligations owing an amount equal to such Terminated Bank under this Agreement, (B) on the date any such fees shall be due as provided in Section 2.8, subject to Section 2.11, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid fees owing to such Terminated Bank and pursuant to Section 2.9; (C2) on the date any accrued interest shall be due as provided in Section 2.3of such assignment, the Replacement Bank (or the Administrative Agent) Borrower shall pay all accrued, but theretofore unpaid interest owing any amounts payable to such Terminated Bank pursuant to Section 2.15(c), 2.16 or 2.17 or otherwise as if it were a prepayment; and (ii3) in the event such Terminated Bank is a Non Non-Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no Swingline Loan is outstanding each matter in respect of which such Terminated Bank was a Non-Consenting Bank; provided, the Borrower may be required not make such election with respect to acquire a participating interest pursuant any Terminated Bank that is also the Issuing Bank unless, prior to Section 2.14, elect to terminate such Bank’s Commitment and obligations to make Loans and acquire such participating interest in Swingline Loans hereunder, provided that the Company shall send written notice to such Bank specifying a date at least 3 Business Days after the date effectiveness of such notice on which such Bank’s Commitment and obligation election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to make Loans and acquire participating interests in Swingline Loans hereunder shall be terminatedcancelled. Upon the prepayment of all amounts owing to any Terminated Bank and the termination of such Terminated Bank’s Commitments, if any, such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided, that any rights of such Terminated Bank to indemnification hereunder shall continue survive as to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.4, 11.9, 12.1(b) and 12.1(c) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto). Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Xerium Technologies Inc)
Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (aa)(i) any Bank (an “Increased Cost Bank”) shall become a Defaulting give notice to each Borrower that such Bank is an Affected Bank or that such Bank is entitled to receive payments under Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Bank to be an Affected Bank or which entitle such Bank to receive such payments shall remain in effect, and (iii) such Defaulting Bank shall immediately fail to cure the default as withdraw such notice within five Business Days after a result of which it has become a Defaulting BankBorrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a10.6(b), the consent of the Required Requisite Banks shall have been obtained but the consent of one or more of the such other Banks (each a “Non Non-Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a) or 11.9(b) (each a “Requesting Bank”)obtained; then, with respect to each such Defaulting Bank, Non Consenting Increased Cost Bank or Requesting Non-Consenting Bank (the “Terminated Bank”), the Company a Borrower may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its outstanding Term Loans and its Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) 10.6 and the Company Xerium shall pay the fees, if any, any fees payable thereunder in connection with any such assignment from a Non-Consenting Bank or Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bankassignment; provided, (i) (A1) on the date of such assignment, the Replacement Bank shall pay to the Terminated Bank an amount equal to the aggregate principal amount of of, and all accrued interest on, all outstanding Term Loans and Swingline Exposure of the Terminated Bank andBank; (2) on the date of such assignment, subject to clauses (B) and (C) hereof, all other Obligations owing each Borrower shall pay any amounts payable to such Terminated Bank under this Agreement, (B) on the date any such fees shall be due as provided in Section 2.8, subject pursuant to Section 2.112.18(c), the Replacement Bank (2.19 or the Administrative Agent) shall pay all accrued, but theretofore unpaid fees owing to such Terminated Bank 2.20 or otherwise as if it were a prepayment; and (C) on the date any accrued interest shall be due as provided in Section 2.3, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid interest owing to such Terminated Bank and (ii3) in the event such Terminated Bank is a Non Non-Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no Swingline Loan is outstanding each matter in respect of which such Terminated Bank may be required to acquire was a participating interest pursuant to Section 2.14, elect to terminate such Non-Consenting Bank’s Commitment and obligations to make Loans and acquire such participating interest in Swingline Loans hereunder, provided that the Company shall send written notice to such Bank specifying a date at least 3 Business Days after the date of such notice on which such Bank’s Commitment and obligation to make Loans and acquire participating interests in Swingline Loans hereunder shall be terminated. Upon the prepayment of all amounts owing to any Terminated Bank and the termination of such Terminated Bank’s Commitments, if any, such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided, that any rights of such Terminated Bank to indemnification hereunder shall continue survive as to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.4, 11.9, 12.1(b) and 12.1(c) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto). Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Xerium Technologies Inc)
Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Bank shall become a Defaulting Bank and such Defaulting Bank shall immediately fail to cure the default as a result of which it has become a Defaulting Bank; (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a), the consent of the Required Banks shall have been obtained but the consent of one or more of the other Banks (each a “Non Non-Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a11.3(a), 11.8(b) or 11.9(b11.8(c) or (d) if any Bank gives any notice pursuant to Section 11.8(d) indicating its inability to make or maintain Alternative Currency Rate Loans under an Applicable Tranche to which such Bank is then an “Applicable Bank” (each such Bank under clauses (c) and (d) above, a “Requesting Bank”, and such Applicable Tranche, an “Impacted Tranche”); then, with respect to each such Defaulting Bank, Non Non-Consenting Bank or Requesting Bank (the “Terminated Bank”), the Company may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its outstanding Loans and its CommitmentsApplicable Tranche Commitments (or, in the case of a Requesting Bank under clause (d) above, the outstanding Loans and its Applicable Tranche Commitments under the Impacted Tranche), if any, in full to one or more Assignees (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) and the Company shall pay the fees, if any, payable thereunder in connection with any such assignment from a Non-Consenting Bank or a Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bank; provided, (i) (A) on the date of such assignment, the Replacement Bank shall pay to such Terminated Bank the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure of the Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche) and, subject to clauses (B) and (C) hereof, all other Obligations owing to such Terminated Bank under this Agreement, (B) on the date any such fees 44 shall be due as provided in Section 2.8, subject to Section 2.11, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid fees owing to such Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche), and (C) on the date any accrued interest shall be due as provided in Section 2.33.3, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid interest owing to such Terminated Bank (or, in the case of a Requesting Bank under clause (d) above, all accrued, but theretofore unpaid interest owing to such Terminated Bank under the Impacted Tranche) and (ii) in the event such Terminated Bank is a Non Non-Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no Applicable Tranche Swingline Loan (or, in the case of a Requesting Bank under clause (d) above, no Applicable Tranche Swingline Loan under the Impacted Tranche) is outstanding in respect of which such Bank may be required to acquire a participating interest pursuant to Section 2.14, elect to terminate such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans hereunderhereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans under the Impacted Tranche), provided that the Company shall send written notice to such Bank specifying a date at least 3 Business Days after the date of such notice on which such Bank’s Commitment Applicable Tranche Commitments and obligation to make Loans and acquire participating interests in Applicable Tranche Swingline Loans hereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitments and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans, under the Impacted Tranche) shall be terminated. Upon the prepayment of all amounts Obligations owing to any Terminated Bank and the termination of such Terminated Bank’s Applicable Tranche Commitments, if anyany (other than in the case of a Requesting Bank retaining an Applicable Tranche Commitment after such termination), such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided. Notwithstanding anything to the contrary above, that such each Terminated Bank shall continue to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.411.3, 11.911.8, 12.1(b) ), 12.1.(c), and 12.1(c12.1(d) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto). Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Non-Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Bank (an “Increased Cost Bank”) shall become a Defaulting give notice to each Borrower that such Bank is an Affected Bank or that such Bank is entitled to receive payments under Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Bank to be an Affected Bank or which entitle such Bank to receive such payments shall remain in effect, and (iii) such Defaulting Bank shall immediately fail to cure the default as withdraw such notice within five Business Days after a result of which it has become Borrower’s request for such withdrawal; (b) any Bank is a Defaulting Bank; or (bc) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a10.6(b), the consent of the Required Requisite Banks shall have been obtained but the consent of one or more of the such other Banks (each a “Non Non-Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a) or 11.9(b) (each a “Requesting Bank”)obtained; then, with respect to each such Defaulting Increased Cost Bank, Non Consenting Defaulting Bank or Requesting Non-Consenting Bank (the “Terminated Bank”), the Company a Borrower may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its outstanding Loans and its Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) 10.6 and the Company Xerium shall pay the fees, if any, any fees payable thereunder in connection with any such assignment from a Non-Consenting Bank or Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bankassignment; provided, (i) (A1) on the date of such assignment, the Replacement Bank shall pay to the Terminated Bank an amount equal to the aggregate sum of (A) an amount equal to the principal amount of of, and all accrued interest on, all outstanding Loans and Swingline Exposure of the Terminated Bank andBank, subject to clauses (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Bank, together with all then unpaid interest with respect thereto at such time and (C) hereof, all other Obligations owing an amount equal to such Terminated Bank under this Agreement, (B) on the date any such fees shall be due as provided in Section 2.8, subject to Section 2.11, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid fees owing to such Terminated Bank and pursuant to Section 2.11; (C2) on the date any accrued interest shall be due as provided in Section 2.3of such assignment, the Replacement Bank (or the Administrative Agent) each Borrower shall pay all accrued, but theretofore unpaid interest owing any amounts payable to such Terminated Bank pursuant to Section 2.18(c), 2.19 or 2.20 or otherwise as if it were a prepayment; and (ii3) in the event such Terminated Bank is a Non Non-Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no Swingline Loan is outstanding each matter in respect of which such Terminated Bank was a Non-Consenting Bank; provided, a Borrower may be required not make such election with respect to acquire a participating interest pursuant any Terminated Bank that is also the Issuing Bank unless, prior to Section 2.14, elect to terminate such Bank’s Commitment and obligations to make Loans and acquire such participating interest in Swingline Loans hereunder, provided that the Company shall send written notice to such Bank specifying a date at least 3 Business Days after the date effectiveness of such notice on which such Bank’s Commitment and obligation election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to make Loans and acquire participating interests in Swingline Loans hereunder shall be terminatedcancelled. Upon the prepayment of all amounts owing to any Terminated Bank and the termination of such Terminated Bank’s Revolving Commitments, if any, such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided, that any rights of such Terminated Bank to indemnification hereunder shall continue survive as to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.4, 11.9, 12.1(b) and 12.1(c) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto). Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Xerium Technologies Inc)
Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Bank shall become a Defaulting Bank and such Defaulting Bank shall immediately fail to cure the default as a result of which it has become a Defaulting Bank; (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a), the consent of the Required Banks shall have been obtained but the consent of one or more of the other Banks (each a “Non Non-Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a11.3(a), 11.8(b) or 11.9(b11.8(c) or (d) if any Bank gives any notice pursuant to Section 11.8(d) indicating its inability to make or maintain Alternative Currency Rate Loans under an Applicable Tranche (each such Bank under clauses (c) and (d) above, a “Requesting Bank”, and such Applicable Tranche, an “Impacted Tranche”); then, with respect to each such Defaulting Bank, Non Non-Consenting Bank or Requesting Bank (the “Terminated Bank”), the Company may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its outstanding Loans and its CommitmentsApplicable Tranche Commitments (or, in the case of a Requesting Bank under clause (d) above, the outstanding Loans and its Applicable Tranche Commitments under the Impacted Tranche), if any, in full to one or more Assignees (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) and the Company shall pay the fees, if any, payable thereunder in connection with any such assignment from a Non-Consenting Bank or a Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bank; provided, (i) (A) on the date of such assignment, the Replacement Bank shall pay to such Terminated Bank the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure of the Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche) and, subject to clauses (B) and (C) hereof, all other Obligations owing to such Terminated Bank under this Agreement, (B) on the date any such fees shall be due as provided in Section 2.8, subject to Section 2.11, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid fees owing to such Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche) and (C) on the date any accrued interest shall be due as provided in Section 2.33.3, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid interest owing to such Terminated Bank (or, in the case of a Requesting Bank under clause (d) above, all accrued, but theretofore unpaid interest owing to such Terminated Bank under the Impacted Tranche) and (ii) in the event such Terminated Bank is a Non Non-Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no Applicable Tranche Swingline Loan (or, in the case of a Requesting Bank under clause (d) above, no Applicable Tranche Swingline Loan under the Impacted Tranche) is outstanding in respect of which such Bank may be required to acquire a participating interest pursuant to Section 2.14, elect to terminate such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans hereunderhereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans under the Impacted Tranche), provided that the Company shall send 41 50746764_11 written notice to such Bank specifying a date at least 3 Business Days after the date of such notice on which such Bank’s Commitment Applicable Tranche Commitments and obligation to make Loans and acquire participating interests in Applicable Tranche Swingline Loans hereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitments and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans, under the Impacted Tranche) shall be terminated. Upon the prepayment of all amounts Obligations owing to any Terminated Bank and the termination of such Terminated Bank’s Applicable Tranche Commitments, if anyany (other than in the case of a Requesting Bank retaining an Applicable Tranche Commitment after such termination), such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided. Notwithstanding anything to the contrary above, that such each Terminated Bank shall continue to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.411.3, 11.911.8, 12.1(b) ), 12.1.(c), and 12.1(c12.1(d) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto). Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Non-Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Bank shall become a Defaulting Bank and (or any Bank at the direction or request of any regulatory agency or authority shall default in its obligation to fund any Loan or any Bank with a Commitment has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding, each of which Banks shall, for the purposes of this Section 2.12 only, be deemed a “Defaulting Bank”), (ii) the Default Period for such Defaulting Bank shall immediately remain in effect, and (iii) such Defaulting Bank shall fail to cure the default as a result of which it has become a Defaulting Bank; Bank within five Business Days after Company’s request that it cure such default or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a), the consent of the Required Banks shall have been obtained but the consent of one or more of the such other Banks (each a “Non Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a) or 11.9(b) (each a “Requesting Bank”)obtained; then, with respect to each such Defaulting Bank, Bank or Non Consenting Bank or Requesting Bank (the “Terminated Bank”), the Company may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its outstanding Loans and its Commitments, if any, in full to one or more Assignees Purchasers (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) and the Company shall pay the fees, if any, payable thereunder in connection with any such assignment from a Non-Consenting Bank or Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bank; provided, (i) (A) on the date of such assignment, the Replacement Bank shall pay to Terminated Bank an amount equal to the aggregate sum of (A) an amount equal to the principal amount of of, and all accrued interest on, all outstanding Loans and Swingline Exposure of the Terminated Bank and, subject to clauses and (B) and (C) hereof, all other Obligations owing to such Terminated Bank under this Agreement, (B) on the date any such fees shall be due as provided in Section 2.8, subject to Section 2.11, the Replacement Bank (or the Administrative Agent) shall pay an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Bank and (C) on the date any accrued interest shall be due as provided in pursuant to Section 2.3, the Replacement Bank (or the Administrative Agent) shall pay 2.8 plus all accrued, but theretofore unpaid interest other Obligations owing to such Terminated Bank under this Agreement and (ii) in the event such Terminated Bank is a Non Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no Swingline Loan is outstanding each matter in respect of which such Terminated Bank may be required to acquire was a participating interest pursuant to Section 2.14, Non Consenting Bank or (2) elect to terminate such Bank’s Commitment and obligations to make Loans and acquire such participating interest in Swingline Loans hereunder, provided that the Company shall send written notice to such Bank specifying a date at least 3 Business Days after the date of such notice on which such Bank’s Commitment and obligation to make Loans and acquire participating interests in Swingline Loans hereunder shall be terminatedterminated and such termination shall be subject to the terms of Section 11.9(d). Upon the prepayment of all amounts owing to any Terminated Bank and the termination of such Terminated Bank’s Commitments, if any, such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided, that any rights of such Terminated Bank to indemnification hereunder shall continue survive as to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.4, 11.9, 12.1(b) and 12.1(c) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto)Terminated Bank. Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Non-Consenting Bank or Terminated Bank, such Bank shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 11.1(c). In the event that a Bank does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice and the Company has otherwise complied with the requirements of this Section 2.12 set forth above, each Bank hereby authorizes and directs the Administrative Agent may to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Non-Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).. CHICAGO MERCANTILE EXCHANGE INC. 2008 CREDIT AGREEMENT
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Bank shall become a Defaulting Bank and such Defaulting Bank shall immediately fail to cure the default as a result of which it has become a Defaulting Bank; (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a), the consent of the Required Banks shall have been obtained but the consent of one or more of the other Banks (each a “Non Non-Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a11.3(a), 11.8(b) or 11.9(b11.8(c) or (d) if any Bank gives any notice pursuant to Section 11.8(h) indicating its inability to make or maintain Alternative Currency Rate Loans under an Applicable Tranche to which such Bank is then an “Applicable Bank” (each such Bank under clauses (c) and (d) above, a “Requesting Bank”, and such Applicable Tranche, an “Impacted Tranche”); then, with respect to each such Defaulting Bank, Non Non-Consenting Bank or Requesting Bank (the “Terminated Bank”), the Company may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its outstanding Loans and its CommitmentsApplicable Tranche Commitments (or, in the case of a Requesting Bank under clause (d) above, the outstanding Loans and its Applicable Tranche Commitments under the Impacted Tranche), if any, in full to one or more Assignees (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) and the Company shall pay the fees, if any, payable thereunder in connection with any such assignment from a Non-Consenting Bank or a Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bank; provided, (i) (A) on the date of such assignment, the Replacement Bank shall pay to such Terminated Bank the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure of the Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche) and, subject to clauses (B) and (C) hereof, all other Obligations owing to such Terminated Bank under this Agreement, (B) on the date any such fees shall be due as provided in Section 2.8, subject to Section 2.11, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid fees owing to such Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche), and (C) on the date any accrued interest shall be due as provided in Section 2.33.3, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid interest owing to such Terminated Bank (or, in the case of a Requesting Bank under clause (d) above, all accrued, but theretofore unpaid interest owing to such Terminated Bank under the Impacted Tranche) and (ii) in the event such Terminated Bank is a Non Non-Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no Applicable Tranche Swingline Loan (or, in the case of a Requesting Bank under clause (d) above, no Applicable Tranche Swingline Loan under the Impacted Tranche) is outstanding in respect of which such Bank may be required to acquire a participating interest pursuant to Section 2.14, elect to terminate such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans hereunderhereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans under the Impacted Tranche), provided that the Company shall send written notice to such Bank specifying a date at least 3 Business Days after the date of such notice on which such Bank’s Commitment Applicable Tranche Commitments and obligation to make Loans and acquire participating interests in Applicable Tranche Swingline Loans hereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitments and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans, under the Impacted Tranche) shall be terminated. Upon the prepayment of all amounts Obligations owing to any Terminated Bank and the termination of such Terminated Bank’s Applicable Tranche Commitments, if anyany (other than in the case of a Requesting Bank retaining an Applicable Tranche Commitment after such termination), such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided. Notwithstanding anything to the contrary above, that such each Terminated Bank shall continue to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.411.3, 11.911.8, 12.1(b) ), 12.1.(c), and 12.1(c12.1(d) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto). Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Non-Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Bank shall become a Defaulting Bank and such Defaulting Bank shall immediately fail to cure the default as a result of which it has become a Defaulting Bank; (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a), the consent of the Required Banks shall have been obtained but the consent of one or more of the other Banks (each a “Non Non-Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a11.3(a), 11.8(b) or 11.9(b11.8(c) or (d) if any Bank gives any notice pursuant to Section 11.9(j) indicating its inability to make or maintain Alternative Currency Rate Loans under an Applicable Tranche to which such Bank is then an “Applicable Bank” (each such Bank under clauses (c) and (d) above, a “Requesting Bank”, and such Applicable Tranche, an “Impacted Tranche”); then, with respect to each such Defaulting Bank, Non Non-Consenting Bank or Requesting Bank (the “Terminated Bank”), the Company may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its outstanding Loans and its CommitmentsApplicable Tranche Commitments (or, in the case of a Requesting Bank under clause (d) above, the outstanding Loans and its Applicable Tranche Commitments under the Impacted Tranche), if any, in full to one or more Assignees (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) and the Company shall pay the fees, if any, payable thereunder in connection with any such assignment from a Non-Consenting Bank or a Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bank; provided, (i) (A) on the date of such assignment, the Replacement Bank shall pay to such Terminated Bank the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure of the Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche) and, subject to clauses (B) and (C) hereof, all other Obligations owing to such Terminated Bank under this Agreement, (B) on the date any such fees shall be due as provided in Section 2.8, subject to Section 2.11, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid fees owing to such Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche), and (C) on the date any accrued interest shall be due as provided in Section 2.33.3, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid interest owing to such Terminated Bank (or, in the case of a Requesting Bank under clause (d) above, all accrued, but theretofore unpaid interest owing to such Terminated Bank under the Impacted Tranche) and (ii) in the event such Terminated Bank is a Non Non-Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no Swingline Loan is outstanding in respect of which such Bank may be required to acquire a participating interest pursuant to Section 2.14, elect to terminate such Bank’s Commitment and obligations to make Loans and acquire such participating interest in Swingline Loans hereunder, provided that the Company shall send written notice to such Bank specifying a date at least 3 Business Days after the date of such notice on which such Bank’s Commitment and obligation to make Loans and acquire participating interests in Swingline Loans hereunder shall be terminated. Upon the prepayment of all amounts owing to any Terminated Bank and the termination of such Terminated Bank’s Commitments, if any, such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided, that such Terminated Bank shall continue to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.4, 11.9, 12.1(b) and 12.1(c) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto). Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).as
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Bank shall become a Defaulting Bank and such Defaulting Bank shall immediately fail to cure the default as a result of which it has become a Defaulting Bank; (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a), the consent of the Required Banks shall have been obtained but the consent of one or more of the other Banks (each a “Non Non-Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a11.3(a), 11.8(b) or 11.9(b11.8(c) or (d) if any Bank gives any notice pursuant to Section 11.9(k) indicating its inability to make or maintain Alternative Currency Rate Loans under an Applicable Tranche to which such Bank is then an “Applicable Bank” (each such Bank under clauses (c) and (d) above, a “Requesting Bank”, and such Applicable Tranche, an “Impacted Tranche”); then, with respect to each such Defaulting Bank, Non Non-Consenting Bank or Requesting Bank (the “Terminated Bank”), the Company may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its outstanding Loans and its CommitmentsApplicable Tranche Commitments (or, in the case of a Requesting Bank under clause (d) above, the outstanding Loans and its Applicable Tranche Commitments under the Impacted Tranche), if any, in full to one or more Assignees (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) and the Company shall pay the fees, if any, payable thereunder in connection with any such assignment from a Non-Consenting Bank or a Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bank; provided, (i) (A) on the date of such assignment, the Replacement Bank shall pay to such Terminated Bank the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure of the Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche) and, subject to clauses (B) and (C) hereof, all other Obligations owing to such Terminated Bank under this Agreement, (B) on the date any such fees shall be due as provided in Section 2.8, subject to Section 2.11, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid fees owing to such Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche), and (C) on the date any accrued interest shall be due as provided in Section 2.33.3, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid interest owing to such Terminated Bank (or, in the case of a Requesting Bank under clause (d) above, all accrued, but theretofore unpaid interest owing to such Terminated Bank under the Impacted Tranche) and (ii) in the event such Terminated Bank is a Non Non-Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no Applicable Tranche Swingline Loan (or, in the case of a Requesting Bank under clause (d) above, no Applicable Tranche Swingline Loan under the Impacted Tranche) is outstanding in respect of which such Bank may be required to acquire a participating interest pursuant to Section 2.14, elect to terminate such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans hereunderhereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans under the Impacted Tranche), provided that the Company shall send written notice to such Bank specifying a date at least 3 Business Days after the date of such notice on which such Bank’s Commitment Applicable Tranche Commitments and obligation to make Loans and acquire participating interests in Applicable Tranche Swingline Loans hereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitments and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans, under the Impacted Tranche) shall be terminated. Upon the prepayment of all amounts Obligations owing to any Terminated Bank and the termination of such Terminated Bank’s Applicable Tranche Commitments, if anyany (other than in the case of a Requesting Bank retaining an Applicable Tranche Commitment after such termination), such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided. Notwithstanding anything to the contrary above, that such each Terminated Bank shall continue to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.411.3, 11.911.8, 12.1(b) ), 12.1.(c), and 12.1(c12.1(d) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto). Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Non-Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Bank shall become a Defaulting Bank and such Defaulting Bank shall immediately fail to cure the default as a result of which it has become a Defaulting Bank; (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a), the consent of the Required Banks shall have been obtained but the consent of one or more of the other Banks (each a “Non Non-Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a), 11.9(b) or 11.9(b11.9(c) or if any MC Bank gives any notice pursuant to Section 11.9(d) indicating its inability to make or maintain Overnight LIBOR Rate Loans or overnight Euribor Rate Loans (each a “Requesting Bank”); then, with respect to each such Defaulting Bank, Non Non- Consenting Bank or Requesting Bank (the “Terminated Bank”), the Company may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its outstanding Loans and its MC Commitments and USD Commitments, if any, in full to one or more Assignees (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) and the Company shall pay the fees, if any, payable thereunder in connection with any such assignment from a Non-Consenting Bank or Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bank; provided, (i) (A) on the date of such assignment, the Replacement Bank shall pay to such Terminated Bank the aggregate principal amount of all outstanding Loans Loans, MC Swingline Exposure and USD Swingline Exposure of the Terminated Bank and, subject to clauses (B) and (C) hereof, all other Obligations owing to such Terminated Bank under this Agreement, (B) on the date any such fees shall be due as provided in Section 2.8, subject to Section 2.11, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid fees owing to such Terminated Bank and (C) on the date any accrued interest shall be due as provided in Section 2.3, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid interest owing to such Terminated Bank and (ii) in the event such Terminated Bank is a Non Non-Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no MC Swingline Loan or USD Swingline Loan is outstanding in respect of which such Bank may be required to acquire a participating interest pursuant to Section 2.14, elect to terminate such Bank’s MC Commitment and USD Commitment (as the case may be) and obligations to make Loans and acquire such participating interest in MC Swingline Loans and USD Swingline Loans hereunder, provided that the Company shall send written notice to such Bank specifying a date at least 3 Business Days after the date of such notice on which such Bank’s MC Commitment and USD Commitment (as the case may be) and obligation to make Loans and acquire participating interests in MC Swingline Loans and USD Swingline Loans hereunder shall be terminated. Upon the prepayment of all amounts owing to any Terminated Bank and the termination of such Terminated Bank’s MC Commitments or USD Commitments, if any, such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided, that such Terminated Bank shall continue to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.4, 11.9, 12.1(b) ), 12.1.(c), and 12.1(c12.1(d) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto). Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Non-Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Bank (an “Increased Cost Bank”) shall give notice to each Borrower that such Bank is an Affected Bank or that such Bank is entitled to receive payments under Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Bank to be an Affected Bank or which entitle such Bank to receive such payments shall remain in effect, and (iii) such Bank shall fail to withdraw such notice within five Business Days after a Borrower’s request for such withdrawal; or (b) (i) any Bank shall become a Defaulting Bank and Bank, (ii) the Default Period for such Defaulting Bank shall immediately remain in effect, and (iii) such Defaulting Bank shall fail to cure the default as a result of which it has become a Defaulting BankBank within five Business Days after such Borrower’s request that it cure such default; or (bc) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a10.6(b), the consent of the Required Requisite Banks shall have been obtained but the consent of one or more of the such other Banks (each a “Non Non-Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a) or 11.9(b) (each a “Requesting Bank”)obtained; then, with respect to each such Defaulting Increased Cost Bank, Non Consenting Defaulting Bank or Requesting Non-Consenting Bank (the “Terminated Bank”), the Company a Borrower may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) 10.6 and the Company Xerium shall pay the fees, if any, any fees payable thereunder in connection with any such assignment from a Non-Consenting Bank or Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bankassignment; provided, (i) (A1) on the date of such assignment, the Replacement Bank shall pay to Terminated Bank an amount equal to the aggregate sum of (A) an amount equal to the principal amount of of, and all accrued interest on, all outstanding Loans and Swingline Exposure of the Terminated Bank andBank, subject to clauses (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Bank, together with all then unpaid interest with respect thereto at such time and (C) hereof, all other Obligations owing an amount equal to such Terminated Bank under this Agreement, (B) on the date any such fees shall be due as provided in Section 2.8, subject to Section 2.11, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid fees owing to such Terminated Bank and pursuant to Section 2.11; (C2) on the date any accrued interest shall be due as provided in Section 2.3of such assignment, the Replacement Bank (or the Administrative Agent) each Borrower shall pay all accrued, but theretofore unpaid interest owing any amounts payable to such Terminated Bank pursuant to Section 2.18(c), 2.19 or 2.20 or otherwise as if it were a prepayment; and (ii3) in the event such Terminated Bank is a Non Non-Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no Swingline Loan is outstanding each matter in respect of which such Terminated Bank was a Non-Consenting Bank; provided, a Borrower may be required not make such election with respect to acquire a participating interest pursuant any Terminated Bank that is also an Issuing Bank unless, prior to Section 2.14, elect to terminate such Bank’s Commitment and obligations to make Loans and acquire such participating interest in Swingline Loans hereunder, provided that the Company shall send written notice to such Bank specifying a date at least 3 Business Days after the date effectiveness of such notice on which election, such Bank’s Commitment and obligation Borrower shall have caused each outstanding Letter of Credit issued thereby to make Loans and acquire participating interests in Swingline Loans hereunder shall be terminatedcancelled. Upon the prepayment of all amounts owing to any Terminated Bank and the termination of such Terminated Bank’s Revolving Commitments, if any, such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided, that any rights of such Terminated Bank to indemnification hereunder shall continue survive as to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.4, 11.9, 12.1(b) and 12.1(c) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto). Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Xerium Technologies Inc)
Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Bank shall become a Defaulting Bank and such Defaulting Bank shall immediately fail to cure the default as a result of which it has become a Defaulting Bank; (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a), the consent of the Required Banks shall have been obtained but the consent of one or more of the other Banks (each a “Non Non-Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a11.3(a), 11.8(b) or 11.9(b11.8(c) or (d) if any Bank gives any notice pursuant to Section 11.8(h) indicating its inability to make or maintain Alternative Currency Rate Loans under an Applicable Tranche to which such Bank is then an “Applicable Bank” (each such Bank under clauses (c) and (d) above, a “Requesting Bank”, and such Applicable Tranche, an “Impacted Tranche”); then, with respect to each such Defaulting Bank, Non Non-Consenting Bank or Requesting Bank (the “Terminated Bank”), the Company may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its outstanding Loans and its CommitmentsApplicable Tranche Commitments (or, in the case of a Requesting Bank under clause (d) above, the outstanding Loans and its Applicable Tranche Commitments under the Impacted Tranche), if any, in full to one or more Assignees 136129539 (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) and the Company shall pay the fees, if any, payable thereunder in connection with any such assignment from a Non-Consenting Bank or a Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bank; provided, (i) (A) on the date of such assignment, the Replacement Bank shall pay to such Terminated Bank the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure of the Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche) and, subject to clauses (B) and (C) hereof, all other Obligations owing to such Terminated Bank under this Agreement, (B) on the date any such fees shall be due as provided in Section 2.8, subject to Section 2.11, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid fees owing to such Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche), and (C) on the date any accrued interest shall be due as provided in Section 2.33.3, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid interest owing to such Terminated Bank (or, in the case of a Requesting Bank under clause (d) above, all accrued, but theretofore unpaid interest owing to such Terminated Bank under the Impacted Tranche) and (ii) in the event such Terminated Bank is a Non Non-Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no Applicable Tranche Swingline Loan (or, in the case of a Requesting Bank under clause (d) above, no Applicable Tranche Swingline Loan under the Impacted Tranche) is outstanding in respect of which such Bank may be required to acquire a participating interest pursuant to Section 2.14, elect to terminate such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans hereunderhereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans under the Impacted Tranche), provided that the Company shall send written notice to such Bank specifying a date at least 3 Business Days after the date of such notice on which such Bank’s Commitment Applicable Tranche Commitments and obligation to make Loans and acquire participating interests in Applicable Tranche Swingline Loans hereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitments and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans, under the Impacted Tranche) shall be terminated. Upon the prepayment of all amounts Obligations owing to any Terminated Bank and the termination of such Terminated Bank’s Applicable Tranche Commitments, if anyany (other than in the case of a Requesting Bank retaining an Applicable Tranche Commitment after such termination), such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided. Notwithstanding anything to the contrary above, that such each Terminated Bank shall continue to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.411.3, 11.911.8, 12.1(b) ), 12.1.(c), and 12.1(c12.1(d) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto). Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Non-Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Bank shall become a Defaulting give notice to each Borrower that such Bank is an Affected Bank or that such Bank is entitled to receive payments under Sections 2.18, 2.19 or 2.20 (an “Increased Cost Bank”), (ii) the circumstances which have caused such Bank to be an Affected Bank or which entitle such Bank to receive such payments shall remain in effect, and (iii) such Defaulting Bank shall immediately fail to cure the default as withdraw such notice within five Business Days after a result of which it has become Borrower’s request for such withdrawal; (b) any Bank is a Defaulting Bank; or (bc) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a10.6(b), the consent of the Required Requisite Banks shall have been obtained but the consent of one or more of the such other Banks (each a “Non Non-Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a) or 11.9(b) (each a “Requesting Bank”)obtained; then, with respect to each such Defaulting Increased Cost Bank, Non Defaulting Bank or Non-Consenting Bank or Requesting Bank (the each, a “Terminated Bank”), the Company a Borrower may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its outstanding Loans and its Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) 10.7 and the Company Xerium shall pay the fees, if any, any fees payable thereunder in connection with any such assignment from a Non-Consenting Bank or Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bankassignment; provided, (i) (A1) on the date of such assignment, the Replacement Bank shall pay to the Terminated Bank an amount equal to the aggregate sum of (A) an amount equal to the principal amount of of, and all accrued interest on, all outstanding Loans and Swingline Exposure of the Terminated Bank andBank, subject to clauses (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Bank, together with all then unpaid interest with respect thereto at such time and (C) hereof, all other Obligations owing an amount equal to such Terminated Bank under this Agreement, (B) on the date any such fees shall be due as provided in Section 2.8, subject to Section 2.11, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid fees owing to such Terminated Bank and pursuant to Section 2.11; (C2) on the date any accrued interest shall be due as provided in Section 2.3of such assignment, the Replacement Bank (or the Administrative Agent) each Borrower shall pay all accrued, but theretofore unpaid interest owing any amounts payable to such Terminated Bank pursuant to Sections 2.15(e), 2.18(c), 2.19 or 2.20 or otherwise as if it were a prepayment; and (ii3) in the event such Terminated Bank is a Non Non-Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no Swingline Loan is outstanding each matter in respect of which such Terminated Bank was a Non-Consenting Bank; provided, a Borrower may be required not make such election with respect to acquire a participating interest pursuant any Terminated Bank that is also the Issuing Bank unless, prior to Section 2.14, elect to terminate such Bank’s Commitment and obligations to make Loans and acquire such participating interest in Swingline Loans hereunder, provided that the Company shall send written notice to such Bank specifying a date at least 3 Business Days after the date effectiveness of such notice on which such Bank’s Commitment and obligation election, Xerium shall have caused each outstanding Letter of Credit issued thereby to make Loans and acquire participating interests in Swingline Loans hereunder shall be terminatedcancelled. Upon the prepayment of all amounts owing to any Terminated Bank and the termination of such Terminated Bank’s Revolving Commitments, if any, such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided, that any rights of such Terminated Bank to indemnification hereunder shall continue survive as to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.4, 11.9, 12.1(b) and 12.1(c) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto). Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Xerium Technologies Inc)
Removal or Replacement of a Bank. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Bank shall become a Defaulting Bank and such Defaulting Bank shall immediately fail to cure the default as a result of which it has become a Defaulting Bank; (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a), the consent of the Required Banks shall have been obtained but the consent of one or more of the other Banks (each a “Non Non-Consenting Bank”) whose consent is required shall not have been obtained or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.4(a11.3(a), 11.8(b) or 11.9(b11.8(c) or (d) if any Bank gives any notice pursuant to Section 11.8(e) indicating its inability to make or maintain Alternative Currency Rate Loans under an Applicable Tranche to which such Bank is then an “Applicable Bank” (each such Bank under clauses (c) and (d) above, a “Requesting Bank”, and such Applicable Tranche, an “Impacted Tranche”); then, with respect to each such Defaulting Bank, Non Non-Consenting Bank or Requesting Bank (the “Terminated Bank”), the Company may, by giving written notice to the Administrative Agent and any Terminated Bank of its election to do so, or, with the consent of the Company, the Administrative Agent may, by giving notice to any Terminated Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank hereby irrevocably agrees) to assign its outstanding Loans and its CommitmentsApplicable Tranche Commitments (or, in the case of a Requesting Bank under clause (d) above, the outstanding Loans and its Applicable Tranche Commitments under the Impacted Tranche), if any, in full to one or more Assignees (each a “Replacement Bank”) in accordance with applicable law and the provisions of Section 11.1(c) and the Company shall pay the fees, if any, payable thereunder in connection with any such assignment from a Non-Consenting Bank or a Requesting Bank and the Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Bank; provided, (i) (A) on the date of such assignment, the Replacement Bank shall pay to such Terminated Bank the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure of the Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche) and, subject to clauses (B) and (C) hereof, all other Obligations owing to such Terminated Bank under this Agreement, (B) on the date any such fees shall be due as provided in Section 2.8, subject to Section 2.11, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid fees owing to such Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche), and (C) on the date any accrued interest shall be due as provided in Section 2.33.3, the Replacement Bank (or the Administrative Agent) shall pay all accrued, but theretofore unpaid interest owing to such Terminated Bank (or, in the case of a Requesting Bank under clause (d) above, all accrued, but theretofore unpaid interest owing to such Terminated Bank under the Impacted Tranche) and (ii) in the event such Terminated Bank is a Non Non-Consenting Bank, each Replacement Bank shall consent, at the time of such assignment, to such proposed amendment, modification, termination, waiver or consent or (2) so long as no Applicable Tranche Swingline Loan (or, in the case of a Requesting Bank under clause (d) above, no Applicable Tranche Swingline Loan under the Impacted Tranche) is outstanding in respect of which such Bank may be required to acquire a participating interest pursuant to Section 2.14, elect to terminate such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans hereunderhereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans under the Impacted Tranche), provided that the Company shall send written notice to such Bank specifying a date at least 3 Business Days after the date of such notice on which such Bank’s Commitment Applicable Tranche Commitments and obligation to make Loans and acquire participating interests in Applicable Tranche Swingline Loans hereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitments and obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans, under the Impacted Tranche) shall be terminated. Upon the prepayment of all amounts Obligations owing to any Terminated Bank and the termination of such Terminated Bank’s Applicable Tranche Commitments, if anyany (other than in the case of a Requesting Bank retaining an Applicable Tranche Commitment after such termination), such Terminated Bank shall no longer constitute a “Bank” for purposes hereof; provided. Notwithstanding anything to the contrary above, that such each Terminated Bank shall continue to be entitled to the benefits of Sections 2.14, 3.4(b), 4.3, 11.411.3, 11.911.8, 12.1(b) ), 12.1.(c), and 12.1(c12.1(d) (in each case, to the extent such obligations arose prior to the effective date of the Assignment Agreement applicable thereto). Each Bank agrees that if the Company (or, with the consent of the Company, the Administrative Agent) exercises its option hereunder to cause an assignment by such Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.1(c) on behalf of a Non Non-Consenting Bank or Terminated Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.1(c).
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
