Common use of Replacement of Banks Clause in Contracts

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.

Appears in 2 contracts

Samples: 364 Df Credit Agreement (Nabisco Inc), 364 Df Credit Agreement (RJR Nabisco Inc)

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Replacement of Banks. If (x) In the event that any Bank becomes makes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs demand for payment under Section 1.11 2.09(b) or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks2.14, the Borrower shall have the rightmay within ninety (90) days of such demand, if no Default or Event of Default then exists andexists, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectivelyincluding execution of an appropriate Assignment); provided, the "Replacement Bank") reasonably acceptable to the Majority SMAthat, provided that (i) at all obligations of such Bank to lend hereunder shall be terminated and the time of any replacement pursuant Note payable to this Section 1.14, the Replacement such Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal at or prior to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01such replacement, (ii) all obligations of the Borrower owing such replacement shall be reasonably satisfactory to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has beenAdministrative Agent, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that if such Replaced replacement bank is not already a Bank is a party to the Nabisco Credit Agreementhereunder, the Borrower (and, for the avoidance of doubt, not the replacement bank) shall also take pay to the actions specified Administrative Agent an assignment fee of $3,500 in Section 1.14 of connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution amount of the respective assignment documentationCommitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the payment respective Commitment of amounts referred such Bank prior to in clauses (i) such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (iiv) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the Replacement replacement of such Bank shall become a with such replacement bank on terms such that such replacement bank has all of the rights, duties and obligations hereunder as such Bank hereunder (including, without limitation, execution and delivery of new Notes to such replacement bank, redelivery to the Replaced Borrower in due course of the Notes payable to such Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive and specification of the information contemplated by Schedule I as to such Replaced Bankreplacement bank).

Appears in 2 contracts

Samples: Bridge Loan Agreement (Brinker International Inc), Bridge Loan Agreement (Brinker International Inc)

Replacement of Banks. (a) If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, Revolving Loans or fund Unpaid Drawings or (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 1.10(a) (ii) or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks(iii), 1.10(c), 2.05 or 4.04, the Borrower shall have the right, in any such case, if no Event of Default then exists and, in the case of a Bank described in clause (z) abovey), such the affected Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (taken actions to a level which in the judgment of the Borrower is not material) eliminate such increased costcosts, to replace such Bank (the a "Replaced Bank") as a Bank hereunder, with one or more other existing Banks or Eligible Transferee or Transferees Assignees reasonably satisfactory to the Administrative Agent (collectively, the "Replacement Bank"). (b) reasonably acceptable to In the Majority SMA, provided that (i) at the time case of any a replacement of a Bank pursuant to this Section 1.14, (I) the Replacement Bank shall enter into one or more Assignment Agreements as provided for in Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Revolving Commitment and outstanding Revolving Loans of of, and the existing participations, if any, in L/C Outstandings by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank Bank, (B) an amount, if any, equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01 and (y) Scotiabank an amount, if any, equal to such Replaced Bank's Adjusted Percentage (iiprior to any adjustment thereto described in clause (y) of the immediately succeeding sentence) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank, and (II) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (iI) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full by the Borrower to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment Agreements, the payment of amounts referred to in clauses (iI) and (iiII) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate a Revolving Note executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and hereunder, the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced BankBank and (y) the Adjusted Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.

Appears in 2 contracts

Samples: Credit Agreement (Pueblo Xtra International Inc), Credit Agreement (Pueblo Xtra International Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans-------------------- Bank, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in excess of those being generally charged by the other Banks or becoming incapable of making Eurodollar Loans, or (z) as provided in Section 13.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Default or Event of Default then exists and, in will exist immediately after giving effect to the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costrespective replacement, to either replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none -------------- of whom shall constitute a Defaulting Bank at the time of such replacement reasonably acceptable to the Administrative Agent (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, ); provided that (i) at the time of any replacement pursuant ----------------- -------- to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to which the Replacement Bank shall acquire Section 13.04(b) (and with all of the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank fees payable pursuant to Section 2.01, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.said

Appears in 2 contracts

Samples: Credit Agreement (Coinmach Laundry Corp), Credit Agreement (Coinmach Corp)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) shall become affected by any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank changes or events described in clause Section 5.1, 5.2, 5.3(b), or 5.4 above (z) above, any such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (being hereinafter referred to as a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one and shall petition the relevant Borrowers for any increased cost or more other Eligible Transferee or Transferees amounts thereunder, then in such case, Guarantor (collectivelyon behalf of the Borrowers) may, upon at least five (5) Business Days' notice to the Administrative Agent and such Replaced Bank, designate a replacement bank (a "Replacement Bank") reasonably acceptable to the Majority SMAAdministrative Agent in its reasonable discretion, provided to which such Replaced Bank shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the relevant Borrowers and the Replaced Bank) of all amounts owed to such Replaced Bank under Section 5.1, 5.2, 5.3(b), or 5.4 above, assign all (but not less than all) of its rights, obligations, Loans and Commitment hereunder and execute an Assignment Agreement with such Replacement Bank; provided, that all Liabilities (iexcept Liabilities which by the terms hereof survive the payment in full of the Loans and termination of this Agreement) at due and payable to the time Replaced Bank shall be paid in full as of the date of such assignment. Upon any replacement assignment by any Bank pursuant to this Section 1.145.8 becoming effective, the Replacement Bank shall enter into one or more Assignment Agreements pursuant thereupon be deemed to which the Replacement be a "Bank" for all purposes of this Agreement and such Replaced Bank shall acquire thereupon cease to be a "Bank" for all purposes of the Commitment this Agreement and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all have no further rights or obligations of the Borrower owing to the Replaced Bank hereunder (other than those specifically described in clause (i) above in respect pursuant to Sections 5.1, 5.2, 5.5, 11.5 and 13.4, and Sections 7.1 and 7.2 of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to Guaranty while such Replaced Bank concurrently with such replacement was a Bank). Notwithstanding any Replaced Bank's failure or refusal to assign its rights, obligations, Loans and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit AgreementCommitment under this Section 5.8, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute be a "Bank" for all purposes of this Agreement and the Replacement Bank hereunder, except with respect substituted therefor upon payment to indemnification provisions under the Replaced Bank by the Replacement Bank of all amounts set forth in this Agreement, which shall survive as to such Section 5.8 without any further action of the Replaced Bank.

Appears in 2 contracts

Samples: Credit Agreement (Hilbert Stephen C), Credit Agreement (Hilbert Stephen C)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansLoans or fund Unpaid Drawings, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in excess of those being generally charged by the other Banks, or (z) as provided in Section 13.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Default or Event of Default then exists and, in will exist immediately after giving effect to the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costrespective replacement, to either replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAdministrative Agent or, at the option of the Borrower, to replace only (a) the Revolving Loan Commitment (and outstandings pursuant thereto) of the Replaced Bank with an identical Revolving Loan Commitment provided by the Replacement Bank or (b) in the case of a replacement as provided in Section 13.12(b) where the consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Term Loans of such Bank in respect of each Tranche where the consent of such Bank would otherwise be individually required, with identical Commitments and/or Loans of the respective Tranche provided by the Replacement Bank, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans (or, in the case of the replacement of only (a) the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding Revolving Loans or (b) the outstanding Term Loans of one or more Tranches, the outstanding Term Loans of the respective Tranche or Tranches) of, and in each case (except for the replacement of only the outstanding Term Loans of one or more Tranches of the respective Bank) participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum (without duplication) of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans (or, in the case of the replacement of only (I) the Revolving Loan Commitment, the outstanding Revolving Loans or (II) the Term Loans of one or more Tranches, the outstanding Term Loans of such Tranche or Tranches) of the Replaced Bank Bank, (B) except in the case of the replacement of only the outstanding Term Loans of one or more Tranches of a Replaced Bank, an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank (but only with respect to the relevant Tranche, in the case of the replacement of less than all Tranches of Loans then held by the respective Replaced Bank) pursuant to Section 2.013.01 and (y) except in the case of the replacement of only the outstanding Term Loans of one or more Tranches of a Replaced Bank, the respective Issuing Bank an amount equal to such Replaced Bank's Adjusted Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those (a) specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paidpaid or (b) relating to any Tranche of Loans and/or Commitments of the respective Replaced Bank which will remain outstanding after giving effect to the respective replacement) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and and, unless the respective Replaced Bank continues to have outstanding Term Loans or a Revolving Loan Commitment hereunder, the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01 and 13.06), which shall survive as to such Replaced Bank and (y) in the case of a replacement of a Defaulting Bank with a Non-Defaulting Bank, the Adjusted Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks).

Appears in 2 contracts

Samples: Credit Agreement (FSC Semiconductor Corp), Credit Agreement (Fairchild Semiconductor Corp)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansBank, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under as provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks12.12(b), the Borrower shall have the right, if no payment Default, or no Event of Default Default, then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees reasonably acceptable to the Agent, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA), provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Revolving Loan Commitment and outstanding Revolving Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, (y) the Letter of Credit Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit to the extent such amount was not theretofore funded by such Replaced Bank and (z) BTCo an amount equal to such Replaced Bank's Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations (including, without limitation, all such amounts, if any, due and owing under Section 1.11) of the Borrower due and owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Revolving Note or Revolving Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank and (y) Annex I shall be deemed modified to reflect the changed Revolving Loan Commitments resulting from the assignment from the Replaced Bank to the Replacement Bank.

Appears in 2 contracts

Samples: Credit Agreement (Therma Wave Inc), Credit Agreement (Therma Wave Inc)

Replacement of Banks. If In the event that (xa) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15, (c) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (yd) any Bank refuses to give timely does not consent to any proposed changesamendment, waiverssupplement, discharges modification, consent or terminations with respect to waiver of any provision of this Agreement which have been approved by or any other Credit Document that requires the Required consent of each of the Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment each of the Borrower are material in amount and which are not otherwise requested generally by Banks affected thereby (so long as the other Banksconsent of the Majority Banks has been obtained), the Borrower shall have may within ninety (90) days of the rightapplicable event, if no Event of Default then exists andexists, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAincluding execution of an appropriate Assignment), provided that (i) at all obligations of such Bank to lend hereunder shall be terminated and the time of any replacement pursuant Advances payable to this Section 1.14such Bank, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of the Replaced Bank and, its participations in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, LC Disbursements and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal at or prior to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01such replacement, (ii) all obligations of the Borrower owing such replacement shall be reasonably satisfactory to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has beenAdministrative Agent, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that if such Replaced replacement bank is not already a Bank is a party to the Nabisco Credit Agreementhereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall also take pay to the actions specified Administrative Agent an assignment fee of $3,500 in Section 1.14 of connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution amount of the respective assignment documentationCommitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the payment respective Commitment of amounts referred such Bank prior to in clauses (i) such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (iiv) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed such other actions shall be taken by the Borrower, such Bank and such replacement bank as may be appropriate to effect the Replacement replacement of such Bank with such replacement bank on terms such that such replacement bank has the same rights, duties and obligations hereunder as such Bank (including, without limitation, execution and delivery of new Notes to such replacement bank if such replacement bank shall become a so request, redelivery to the Borrower in due course of any Notes payable to such Bank hereunder and specification of the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive information contemplated by Schedule I as to such Replaced Bankreplacement bank).

Appears in 2 contracts

Samples: Credit Agreement (Brinker International, Inc), Credit Agreement (Brinker International, Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) if any Bank (other than the Administrative Agent) refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (zas provided in Sections 12.12(b) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks12.17(b), then the Borrower shall have the right, in accordance with Section 12.04(b), if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced Bank") with any other Bank or with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAdministrative Agent or, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all option of the Borrower, to replace only (a) the A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, of the Replaced Bank andwith an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in connection therewitheach case provided by the Replacement Bank or (b) in the case of a replacement as provided Section 12.12(b) and/or Section 12.17(b) when a consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, shall pay to (x) the Replaced Commitments and/or outstanding Loans of such Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal ofeach Tranche when a consent of such Bank would otherwise be individually required, and all accrued interest on, all outstanding with identical Commitments and/or Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested Tranche provided by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.; provided that:

Appears in 2 contracts

Samples: Credit Agreement (Hq Global Holdings Inc), Credit Agreement (Frontline Capital Group)

Replacement of Banks. If (x) CFC shall be permitted to replace any Bank becomes a Defaulting Bank which (a) requests reimbursement for amounts owing pursuant to Section 2.5, 4.10, 4.11 or otherwise 4.13 or (b) defaults in its obligations obligation to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced replacement Commercial Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, ; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of any such replacement, (iii) the relevant Facility Borrower shall repay (or the replacement pursuant to this Section 1.14, the Replacement Commercial Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of the Replaced Bank andpurchase, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (iiat par) all obligations of the Borrower owing to the Replaced Bank Loans (other than those specifically described in clause Bankers' Acceptances) and other amounts (iincluding accrued interest) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full owing to such Replaced replaced Bank concurrently with such replacement and replacement, (iiiiv) in the event that case of any replaced C$ Banks, (x) CCCL shall Defease all Bankers' Acceptances accepted by such Replaced replaced Bank is and (y) CCCL shall give the Canadian Administrative Agent notice of such Defeasance, (v) CFC shall be liable to such replaced Bank under Section 4.12 if any Eurodollar Loan owing to such replaced Bank shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (vi) the replacement Commercial Bank, if not already a party Bank, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Nabisco Credit AgreementAdministrative Agent, (vii) the replaced Bank shall be obligated to make such replacement in accordance with the provisions of Section 12.7 (provided that CFC shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower Facility Borrowers shall also take pay all additional amounts (if any) required pursuant to Section 2.5, 4.10, 4.11 or 4.13, as the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentationcase may be, the payment of amounts referred to in clauses (i) and (iiix) above andany such replacement shall not be deemed to be a waiver of any rights which the Facility Borrowers, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement any Agent or any other Bank shall become a Bank hereunder and have against the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced replaced Bank.

Appears in 2 contracts

Samples: Short Term Revolving Credit Agreement (Chrysler Financial Corp), Short Term Revolving Credit Agreement (Chrysler Financial Corp)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Revolving Loan Commitment and outstanding Revolving Loans and participations in Letter of Credit Outstandings by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings (unless there are no Unpaid Drawings) that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, (y) to BTCo an amount equal to such Replaced Bank's RL Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank; and (ii) all obligations of the Borrower then owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) , but including all amounts, if any, owing under Section 1.11 shall be paid in full to such Replaced Bank concurrently with such replacement replacement; and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.17 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01 and 13.06), which shall survive as to such Replaced BankBank and (y) the RL Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.

Appears in 2 contracts

Samples: Credit Agreement (NRT Inc), Credit Agreement (NRT Inc)

Replacement of Banks. If (xi) Upon the occurrence of any Bank becomes a Defaulting Bank event giving rise to the operation of Section 1.11(a)(ii) or otherwise defaults in its obligations to make Loans(iii), (y) any Bank refuses to give timely consent to proposed changesSection 1.11(c), waivers, discharges Section 2.06 or terminations Section 4.04 with respect to this Agreement any Bank which have been approved results in such Bank charging to any Borrower increased costs in excess of those being generally charged to such Borrower by the Required other Banks or (zii) any Bank is owed increased costs under as and to the extent provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks13.12(b), the Borrower Company shall have the right, in accordance with the requirements of Section 13.04(b), if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, will exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAdministrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the entire Revolving Loan Commitment and Local Currency Commitment and all outstanding Revolving Loans and/or Local Currency Loans, as the case may be, of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank and an amount equal to all Unpaid Drawings that have been funded by (band not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time, (B) an amount equal to the principal of, and all accrued interest on, all outstanding Local Currency Loans of the Replaced Bank or any of its Local Affiliates and (C) an amount equal to all accrued, but theretofore unpaid, Fees and all other amounts due hereunder owing to the Replaced Bank pursuant to Section 2.013.01 and (y) ABN AMRO an amount equal to such Replaced Bank's Percentage of any Mandatory Borrowings and any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower Borrowers owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full by the Borrowers to such Replaced Bank concurrently with such replacement and replacement. (iiib) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of the amounts referred to in clauses (i) and (ii) above of Section 1.14(a) and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrowerappropriate Borrowers, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.11, 1.12, 2.06, 4.04, 13.01 and 13.06), which shall survive as to such Replaced Bank.

Appears in 2 contracts

Samples: Global Revolving Credit Agreement (Sealed Air Corp/De), Global Revolving Credit Agreement (Sealed Air Corp/De)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) if any Bank (other than the Agent) refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under as provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks12.12(b), then the Borrower shall have the right, if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced Bank") with any other Bank or with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAgent or, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all option of the Borrower, to replace only (a) the Revolving Loan Commitment (and Revolving Loans outstanding Loans pursuant thereto) of the Replaced Bank andwith an identical Revolving Loan Commitment (and Revolving Loans outstanding pursuant thereto) provided by the Replacement Bank or (b) in the case of a replacement as provided Section 12.12(b) when a consent of the respective Bank is required, in connection therewithwith respect to less than all Tranches of its Loans or Commitments, shall pay to (x) the Replaced Commitments and/or outstanding Loans of such Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal ofeach Tranche when a consent of such Bank would otherwise be individually required, and all accrued interest on, all outstanding with identical Commitments and/or Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested Tranche provided by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.; provided that:

Appears in 2 contracts

Samples: Credit Agreement (Vantas Inc), Credit Agreement (Reckson Services Industries Inc)

Replacement of Banks. If Upon the occurrence of an event giving rise to the operation of Section 1.08(a)(ii) or (xiii), Section 1.08(c) or Section 3.03 with respect to any Bank becomes a Defaulting which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or otherwise defaults in its obligations to make Loans, (y) any in the case of certain refusals by a Bank refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or as (zand to the extent) any Bank is owed increased costs under provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks12.12(b), the Borrower shall have the right, if no Default under Section 8.01(1), (6) or (7) and no Event of Default then exists and(or, in the case of a Bank described in preceding clause (zy), no Default under Section 8.01(1), (6) above, or (7) and no Event of Default will exist immediately after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement), to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") and each of whom shall be required to be reasonably acceptable to the Majority SMAAdministrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.141.11, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all obligations of the Borrower due and owing to the Replaced Bank at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 12.15 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.08, 1.09, 3.03, 10.06 and 12.01), which shall survive as to such Replaced Bank. It is understood and agreed that replacements pursuant to this Section 1.11 shall be effected by means of assignments which otherwise meet the applicable requirements of Section 12.04(b).

Appears in 2 contracts

Samples: Term Loan Agreement (Sullivan Graphics Inc), Term Loan Agreement (Acg Holdings Inc)

Replacement of Banks. If (x) The Company shall be permitted to replace any Bank becomes a Defaulting Bank that (a) requests reimbursement for amounts owing pursuant to Section 10.3 or otherwise defaults in its obligations to make Loans10.4, (yb) any Bank refuses fails to give timely consent to proposed changes, waivers, discharges or terminations with respect any amendment to this Agreement requested by the Company which have been approved requires the consent of all of the Banks and which is consented to by the Required Banks or (zc) any Bank is owed increased costs under Section 1.11 or Section 3.04 which defaults in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banksits obligation to make Loans hereunder, the Borrower shall have the right, if no Event of Default then exists and, in the case of with a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default or Event of Default-Bankruptcy shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Bank shall have taken no action under Section 10.3(e) or 10.4 so as to eliminate the continued need for payment of amounts owing pursuant to Section 10.3 or 10.4, (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Bank on or prior to the date of replacement, (v) to the extent the Company is making a replacement pursuant to this Section 1.14clause (b) above, the Replacement replacement financial institution shall consent to the requested amendment, (vi) the Company shall be liable to such replaced Bank under Section 2.13(a) if any Eurocurrency Loan owing to such replaced Bank shall enter into one or more Assignment Agreements be purchased other than on the last day of the Interest Period relating thereto, (vii) the replacement financial institution, if not already a Bank, shall be reasonably satisfactory to the Administrative Agent, (viii) the replaced Bank shall be obligated to make such replacement in accordance with the provisions of Section 9.1 (provided that the Company shall be obligated to pay the registration and processing fee referred to therein), (ix) until such time as such replacement shall be consummated, the Company shall pay all additional amounts (if any) required pursuant to which Section 10.3 or 10.4(b), as the Replacement Bank shall acquire all of the Commitment case may be, and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with any such replacement and (iii) in shall not be deemed to be a waiver of any rights that the event that such Replaced Bank is a party to the Nabisco Credit AgreementCompany, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Administrative Agent or any other Bank shall become a Bank hereunder and have against the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced replaced Bank.

Appears in 2 contracts

Samples: Credit Agreement (Visteon Corp), Five Year Revolving Loan Credit Agreement (Visteon Corp)

Replacement of Banks. If (x) any Bank becomes (an "Affected Bank") (i) makes demand upon a Defaulting Bank Borrower for (or if a Borrower is otherwise required to pay) amounts pursuant to (S)(S)5.3.2, 5.5 or 5.6, (ii) is unable to make or maintain Eurocurrency Rate Loans as a result of a condition described in (S)5.10 or (iii) defaults in its obligations obligation to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations in accordance with respect to the terms of this Agreement which have been approved by (such Bank being referred to as a "Defaulting Bank"), the Required Banks Borrowers within ninety (90) days of receipt of such demand, notice (or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment occurrence of such other event causing the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for to be required to pay such compensation or changed its applicable lending office causing (S)5.10 to be applicable), or default, as the case may be, by notice (a "Replacement Notice") in writing to the Agent and such Affected Bank (A) request the Affected Bank to cooperate with the effect of eliminating or substantially decreasing (Borrowers in obtaining a replacement bank satisfactory to a level which in the judgment of Agent and the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank"); (B) reasonably acceptable request the non-Affected Banks to acquire and assume all of the Majority SMAAffected Bank's Loans and Commitments, as provided that herein, but none of such Banks shall be under an obligation to do so; or (iC) at designate a Replacement Bank approved by the time of Agent, such approval not to be unreasonably withheld or delayed. If any replacement pursuant to this Section 1.14, the satisfactory Replacement Bank shall enter into be obtained, and/or if any one or more Assignment Agreements pursuant of the non-Affected Banks shall agree to which the Replacement Bank shall acquire and assume all of the Commitment Affected Bank's Loans and outstanding Loans of the Replaced Commitment, then such Affected Bank andshall assign, in connection therewithaccordance with (S)19, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum all of (a) an amount equal to the principal ofits Commitment, Loans, Letter of Credit Participations, Notes and other rights and obligations under this Agreement and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full Loan Documents to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Trico Marine Services Inc), Revolving Credit Agreement (Trico Marine Services Inc)

Replacement of Banks. If (x) The Company shall be permitted to replace any Bank becomes a Defaulting Bank that (a) requests reimbursement for amounts owing pursuant to subsection 2.12 or otherwise 2.13(a) or (b) defaults in its obligations obligation to make LoansLoans hereunder, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, replacement financial institution; provided that (i) at the time such replacement does not conflict with any Requirement of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01Law, (ii) all obligations prior to any such replacement, such Bank shall have taken no action under subsection 2.15 so as to eliminate the continued need for payment of the Borrower amounts owing pursuant to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has beensubsection 2.12 or 2.13(a), or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that replacement financial institution shall purchase, at par, all Loans (and any Notes evidencing such Replaced Loans) and other amounts owing to such replaced Bank is a party on or prior to the Nabisco Credit Agreementdate of replacement (which amounts shall include such replaced Bank's share of accrued fees and accrued interest), (iv) the Company shall be liable to such replaced Bank under subsection 2.14 if any Eurodollar Loan owing to such replaced Bank shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Bank, shall be reasonably satisfactory to the Agent, (vi) the replaced Bank shall be obligated to make such replacement in accordance with the provisions of subsection 8.6 (provided that the Company shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower Company shall also take pay all additional amounts (if any) required pursuant to subsection 2.12 or 2.13(a), as the actions specified in Section 1.14 case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights that the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentationCompany, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Agent or any other Bank shall become a Bank hereunder and have against the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced replaced Bank.

Appears in 2 contracts

Samples: Credit Agreement (Hca Inc/Tn), Credit Agreement (Hca Inc/Tn)

Replacement of Banks. If (xa) Upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to Borrower increased costs in excess of those being generally charged by the other Banks or becoming incapable of making Eurodollar Loans, (b) if a Bank becomes a Defaulting Bank or otherwise defaults and/or (c) as provided in its obligations Section 12.12(b), in the case of a refusal by a Bank to make Loans, (y) any Bank refuses to give timely consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Eligible Transferees reasonably acceptable to the Administrative Agent, none of which Eligible Transferees shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA); provided, provided however, that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, and (y) the Letter of Credit Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate a Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions applicable to the Replaced Bank under this Agreement, which shall survive as to such Replaced Bank.

Appears in 2 contracts

Samples: Credit Agreement (Global Marine Inc), Credit Agreement (Global Marine Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting shall (i) become affected by any of the changes or events described in Section 4.5, 5.1, 5.2, 5.3(b), or 5.4 above and such Bank shall petition the relevant Borrowers for any increased cost or otherwise defaults in its obligations to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks amounts thereunder or (zii) become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or such other Person having similar powers (any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default then exists andsuch Bank, in the case of either instance, being hereinafter referred to as a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank"), then in each such case, Conseco (on behalf of the Borrowers) with one or more other Eligible Transferee or Transferees may, upon at least five (collectively5) Business Days' notice to the Administrative Agent and such Replaced Bank, the designate a replacement bank (a "Replacement Bank") reasonably acceptable to the Majority SMAAdministrative Agent in its reasonable discretion, provided to which such Replaced Bank shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the relevant Borrowers and the Replaced Bank) of all amounts owed to such Replaced Bank under Section 4.5, 5.1, 5.2, 5.3(b), or 5.4 above, assign all (but not less than all) of its rights, obligations and Loans hereunder and execute an Assignment Agreement with such Replacement Bank; provided, that all Liabilities (iexcept Liabilities which by the terms hereof survive the payment in full of the Loans and termination of this Agreement) at due and payable to the time Replaced Bank shall be paid in full as of the date of such assignment. Upon any replacement assignment by any Bank pursuant to this Section 1.145.8 becoming effective, the Replacement Bank shall enter into one or more Assignment Agreements pursuant thereupon be deemed to which the Replacement be a "Bank" for all purposes of this Agreement and such Replaced Bank shall acquire thereupon cease to be a "Bank" for all purposes of the Commitment this Agreement and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all have no further rights or obligations of the Borrower owing to the Replaced Bank hereunder (other than those specifically described in clause (i) above in respect pursuant to Sections 4.5, 5.1, 5.2, 5.5, 11.5 and 13.4, and Sections 7.1 and 7.2 of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to Conseco Guaranty while such Replaced Bank concurrently with such replacement was a Bank). Notwithstanding any Replaced Bank's failure or refusal to assign its rights, obligations and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit AgreementLoans under this Section 5.8, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute be a "Bank" for all purposes of this Agreement and the Replacement Bank hereunder, except with respect substituted therefor upon payment to indemnification provisions under the Replaced Bank by the Replacement Bank of all amounts set forth in this Agreement, which shall survive as to such Section 5.8 without any further action of the Replaced Bank.

Appears in 2 contracts

Samples: Guaranty (Conseco Inc), Guaranty (Conseco Inc)

Replacement of Banks. If (w) any Bank becomes a Non-Continuing Bank, (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansLoans or fund Unpaid Drawings, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 1.11, Section 2.05 or Section 3.04 4.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (b) an amount equal to such Replaced Bank's Adjusted Percentage of all Unpaid Drawings that have been funded by such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bc) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01 and (y) the appropriate Letter of Credit Issuer an amount equal to such Replaced Bank's Adjusted Percentage of any Unpaid Drawing not funded by such Replaced Bank, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement replacement, (iii) the Maturity Date applicable to the Replacement Bank's Commitment shall be the Final Maturity Date then in effect and (iiiiv) in the event that such Replaced Bank is a party to the Nabisco 364 DF Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco 364 DF Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.

Appears in 2 contracts

Samples: Credit Agreement (Nabisco Inc), Credit Agreement (RJR Nabisco Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansBank, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in a material amount in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under as provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks13.12(b), the Borrower shall have the right, in accordance with Section 13.04(b), if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, or would exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be reasonably acceptable to the Majority SMAAdministrative Agent or, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all option of the Borrower, to replace only (a) the Revolving Loan Commitment (and outstanding Loans outstandings pursuant thereto) of the Replaced Bank andwith an identical Revolving Loan Commitment provided by the Replacement Bank or (b) in the case of a replacement as provided in Section 13.12(b) where the consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, in connection therewith, shall pay to (x) the Replaced Commitments and/or outstanding Loans of such Bank in respect thereof an amount equal to of each Tranche where the sum consent of (a) an amount equal to the principal ofsuch Bank would otherwise be individually required, and all accrued interest on, all outstanding with identical Commitments and/or Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested Tranche provided by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.; PROVIDED that:

Appears in 2 contracts

Samples: Credit Agreement (Alliance Imaging Inc /De/), Credit Agreement (Alliance Imaging Inc /De/)

Replacement of Banks. If (x) any Bank (i) becomes a -------------------- Defaulting Bank or otherwise defaults in its obligations to make Loans, Revolving Loans or fund Unpaid Drawings or (yii) any Bank refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 13.12(b) or (zy) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank is owed which results in such Bank charging to the Borrower increased costs under Section 1.11 or Section 3.04 which in the judgment excess of the Borrower are material in amount and which are not otherwise requested those being generally charged by the other Banks, the Borrower shall have the right, in accordance with the requirements of Section 13.04(b), if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, will exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") ), reasonably acceptable to the Majority SMAAdministrative Agent, provided that (i) at the time of any replacement pursuant -------- to this Section 1.141.13, the Replaced Bank and the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the entire Commitment and all of the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a1) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank together with all then unpaid interest with respect thereto at such time, (2) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (b3) an amount equal to all accrued, but theretofore unpaidun paid, Fees owing to the Replaced Bank pursuant to Section 2.01, 3.01 and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently con currently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bankreplacement.

Appears in 1 contract

Samples: Credit Agreement (Extended Stay America Inc)

Replacement of Banks. If Upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (xiii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs, (y) any if a Bank becomes a Defaulting Bank or otherwise defaults and/or (z) in its obligations the case of a refusal by a Bank to make Loans, (y) any Bank refuses to give timely consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under as provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks12.12(b), the Borrower shall have the right, if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAdministrative Agent, provided PROVIDED that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, (y) the Letter of Credit Issuer an amount equal to such Replaced Bank's RF Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank and (z) BTCo, any portion of a Mandatory Borrowing as to which the Replaced Bank is then in default, and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions applicable to the Replaced Bank under this Agreement, which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (Amtrol Inc /Ri/)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Revolving Loans, or (y) any Bank refuses upon the occurrence of an event giving rise to give timely consent to proposed changesthe operation of Section 1.10(a)(ii) or (iii), waiversSection 1.10(c), discharges Section 2.06 or terminations Section 4.04 with respect to this Agreement which have been approved by the Required Banks or (z) any Bank which results in such Bank charging, or giving notice that it is owed entitled to charge, to the Borrower increased costs under Section 1.11 or Section 3.04 which in the judgment excess of the Borrower are material in amount and which are not otherwise requested those being generally charged by the other Banks, the Borrower shall have the right, if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be required to be reasonably acceptable to the Majority SMAAgents, provided that (i) at the time of any replacement pursuant to this Section 1.141.12, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 15.04(b) (and with all fees payable pursuant to said Section 15.04(b) (other than fees incurred by or for the account of the Defaulting Bank in any capacity hereunder) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the entire Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aI) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank Bank, (II) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bIII) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, and (y) each Issuing Bank an amount equal to such Replaced Bank's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank to such Issuing Bank and (ii) all obligations of the Borrower due and owing to the Replaced Bank at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.06, 13.03 and 15.01), which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (Pool Energy Services Co)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank requests compensation pursuant to Section 5.01 or otherwise defaults in its obligations 5.06 hereof, or any Bank's obligation to make LoansEurodollar Loans shall be suspended pursuant to Section 5.01 or 5.03 hereof (any such Bank requesting such compensation, (y) any or whose obligations are so suspended, being herein called a "Requesting Bank"), the Company, upon three Business Days notice, may require that such Requesting Bank refuses to give timely consent to proposed changestransfer all of its right, waivers, discharges or terminations with respect to title and interest under this Agreement which have been approved by the Required Banks and such Requesting Bank's Notes to any bank or other financial institution (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Proposed Bank") with one or more other Eligible Transferee or Transferees (collectively, identified by the "Replacement Bank") reasonably acceptable Company that is satisfactory to the Majority SMA, provided that Administrative Agent in its reasonable determination (i) at the time of any replacement pursuant if such Proposed Bank agrees to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire assume all of the Commitment obligations of such Requesting Bank hereunder, and outstanding to purchase all of such Requesting Bank's Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount hereunder for consideration equal to the sum aggregate outstanding principal amount of (a) an amount equal such Requesting Bank's Loans, together with interest thereon to the principal ofdate of such purchase, and satisfactory arrangements are made for payment to such Requesting Bank of all accrued interest on, all outstanding Loans of the Replaced other amounts payable hereunder to such Requesting Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing on or prior to the Replaced Bank pursuant to date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 2.01, (ii) 5.05 hereof as if all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid such Requesting Bank's Loans were being prepaid in full to on such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (idate) and (ii) above andif such Requesting Bank has requested compensation pursuant to Section 5.01 or 5.06 hereof, such Proposed Bank's aggregate requested compensation, if so requested by the Replacement Bankany, delivery pursuant to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except said Section 5.01 or 5.06 with respect to indemnification such Requesting Bank's Loans is lower than that of the Requesting Bank. Subject to the provisions of Section 11.06(b) hereof, such Proposed Bank shall be a "Bank" for all purposes hereunder, provided that no such Proposed Bank shall as a result of such purchase hold more than 25% of the aggregate amount of the Commitments. Without prejudice to the survival of any other agreement of the Company hereunder the agreements of the Company contained in Sections 5.01, 5.06 and 11.03 hereof (without duplication of any payments made to such Requesting Bank by the Company or the Proposed Bank) shall survive for the benefit of such Requesting Bank under this Agreement, which shall survive as Section 5.07 with respect to the time prior to such Replaced Bank.replacement. Credit Agreement 47 - 43 -

Appears in 1 contract

Samples: Credit Agreement (Washington Mutual Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansLoans or fund Unpaid Drawings, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in excess of those being generally charged by the other Banks or (z) as provided in Section 13.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Default or Event of Default then exists and, in will exist immediately after giving effect to the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costrespective replacement, to either replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAgent, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Revolving Loan Commitments and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01 and (y) BTCo an amount equal to such Replaced Bank's Adjusted Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of (1) any Unpaid Drawing (which at such time remains an Unpaid Drawing) and (2) any portion of any Swingline Loan for which BTCo has given a notice of a Mandatory Borrowing pursuant to Section 1.01(c) and such Replaced Bank has not provided a Revolving Loan which it was obligated to provide to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those (a) specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paidpaid or (b) relating to any Revolving Loans and/or Revolving Loan Commitments of the respective Replaced Bank which will remain outstanding after giving effect to the respective replacement) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Revolving Note executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as to such Replaced Bank and (y) in the case of a replacement of a Defaulting Bank with a Non-Defaulting Bank, the Adjusted Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks).

Appears in 1 contract

Samples: Credit Agreement (Florsheim Shoe Co /De/)

Replacement of Banks. If (x) any Bank becomes (an "Affected Bank") (a) makes -------------------- -------- ---- demand upon a Defaulting Bank Borrower for (or if a Borrower is otherwise required to pay) amounts pursuant to (S)(S)6.2.3.2, 6.6, or 6.7, (b) is unable to make or maintain Eurocurrency Rate Loans as a result of a condition described in (S)6.4 or (c) defaults in its obligations obligation to make Loans, in accordance with the terms of this Credit Agreement (ysuch Bank being referred to as a "Defaulting Bank"), such Borrower within ninety (90) any days of receipt of such demand, notice (or the occurrence of such other event causing such Borrower to be required to pay such compensation or causing (S)6.4 to be applicable), or default, as the case may be, by notice (a "Replacement Notice") in writing to the applicable Agent and such Affected Bank refuses (i) request the Affected Bank to give timely consent cooperate with such Borrower in obtaining a replacement bank satisfactory to proposed changesthe applicable Agent and such Borrower (the "Replacement Bank"); (ii) request the non-Affected Banks to ----------- ---- acquire and assume all of the Affected Bank's Loans and Commitments, waiversas provided herein, discharges but none of such Banks shall be under an obligation to do so; or terminations with respect to this Agreement which have been (iii) designate a Replacement Bank approved by the Required Banks applicable Agent, such approval not to be unreasonably withheld or (z) delayed. If any satisfactory Replacement Bank is owed increased costs under Section 1.11 shall be obtained, and/or if any one or Section 3.04 which in the judgment more of the Borrower are material non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitments, then such Affected Bank shall assign, in accordance with (S)20, all of its Commitments, Loans, Letter of Credit Participations, and other rights and obligations under this Credit Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and which are not otherwise requested generally by all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Bank; provided, however, that (A) such assignment shall be without -------- recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Bank and such Replacement Bank and/or non-Affected Banks, as the case may be, and (B) prior to any such assignment, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Affected Bank concurrently with such replacement all amounts properly demanded and unreimbursed under (iii) in the event that such Replaced Bank is a party to the Nabisco Credit AgreementS)(S)6.2.3.2, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank6.6 or 6.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations upon the occurrence of any event giving rise to make Loansthe operation of Section 1.11(a)(ii) or (iii), (ySection 1.11(c) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations Section 3.05 with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed which results in such Bank charging to the Borrower increased costs under Section 1.11 or Section 3.04 which in the judgment excess of the Borrower are material in amount and which are not otherwise requested those being generally charged by the other Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower occurred and is not material) such increased costcontinuing, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Assignees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA”), provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 11.04(b) (and with all fees payable pursuant to said Section 11.04(b) to be paid by the Borrower or the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment and Commitment, outstanding Loans of and participations in L/C Obligations held by the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of held by the Replaced Bank and plus (bB) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 1.07(i) and Section 2.01, and (ii) all obligations (including, without limitation, all such amounts, if any, due and owing under Section 1.12) of the Borrower due and owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 6.12 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.11, 1.12, 3.05, 10.07 and 11.01(b)), which shall survive as to such Replaced Bank and (y) Schedule 1 hereto shall be deemed modified to reflect the changed Commitments (and/or outstanding Loans, as the case may be) resulting from the assignment from the Replaced Bank to the Replacement Bank.

Appears in 1 contract

Samples: Credit Agreement (Universal American Financial Corp)

Replacement of Banks. If (x) any Bank (i) becomes a -------------------- Defaulting Bank or otherwise defaults in its obligations to make Loans, Loans or fund Unpaid Drawings or (yii) any Bank refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 13.12(b) or (zy) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank is owed which results in such Bank Bank charging to the Borrower increased costs under Section 1.11 or Section 3.04 which in the judgment excess of the Borrower are material in amount and which are not otherwise requested those being generally charged by the other Banks, the Borrower shall have the right, in accordance with the requirements of Section 13.04(b), if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, will exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") ), reasonably acceptable to the Majority SMAAdministrative Agent, provided that (i) at the time of any replacement pursuant -------- to this Section 1.141.13, the Replaced Bank and the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and all of the outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a1) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank together with all then unpaid interest with respect thereto at such time, (2) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (b3) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, 3.01 and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bankreplacement.

Appears in 1 contract

Samples: Credit Agreement (Extended Stay America Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansLoans or fund Unpaid Drawings, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in excess of those being generally charged by the other Banks or (z) as provided in Section 13.12(b) in the case of certain refusals by a Bank (other than a Bank whose commitments are terminated in accordance with Section 3.02(b) and/or whose Loans are repaid in accordance with Section 4.01(v)) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Default or Event of Default then exists and, in will exist immediately after giving effect to the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costrespective replacement, to either replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAManaging Agent or, at the option of the Borrower, to replace only (a) the Term Loan Commitment or Term Loans of the Replaced Bank with an identical Term Loan Commitment or Term Loans provided by the Replacement Bank or (b) the Revolving Loan Commitment (and outstandings pursuant thereto) of the Replaced Bank with an identical Revolving Loan Commitment provided by the Replacement Bank, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.Commitments

Appears in 1 contract

Samples: Credit Agreement (Chancellor Broadcasting Co /De/)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansLoans or fund Unpaid Drawings, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in excess of those being generally charged by the other Banks, or (z) as provided in Section 13.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Default or Event of Default then exists and, in will exist immediately after giving effect to the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costrespective replacement, to either replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAdministrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum (without duplication) of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01 and (y) the respective Issuing Bank an amount equal to such Replaced Bank's Adjusted Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.shall

Appears in 1 contract

Samples: Credit Agreement (Howmet Corp /New/)

Replacement of Banks. (i) If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansLoans or fund Unpaid Drawings, (yii) if any Bank refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 13.12(b) or (ziii) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii), (iii) or (iv), Section 1.10(c), Section 1.10(d), Section 2.05 or Section 4.04 with respect to any Bank is owed which results in such Bank charging to any Borrower increased costs under Section 1.11 or Section 3.04 which in the judgment excess of the Borrower are material in amount and which are not otherwise requested those being generally charged by the other Banks, the such Borrower shall have the right, in accordance with the requirements of Section 13.04(b), if no Event of Default then exists and, in the case of a Bank described in clause (z) above, will exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement, to replace such Bank (the "Replaced Bank") with one or more other an Eligible Transferee or Transferees Transferees, none of which shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") ), reasonably acceptable to the Majority SMAAdministrative Agent and the Issuing Bank, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with the assignment fee payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, 3.01 and (y) the Issuing Bank an amount equal to such Replaced Bank's Revolving Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank and (ii) all obligations of the Borrower Borrowers owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and replacement. (iiib) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above of the proviso contained in Section 1.13(a) and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions applicable to the Replaced Bank under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01 and 13.06), which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (Aearo Corp)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansLoans or fund Unpaid Drawings, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrowers increased costs in excess of those being generally charged by the other Banks or (z) as provided in Section 13.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower Borrowers shall have the right, if no Default or Event of Default then exists and, in will exist immediately after giving effect to the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costrespective replacement, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAdministrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01 and (y) BTCo an amount equal to such Replaced Bank's Adjusted Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of (1) any Unpaid Drawing (which at such time remains an Unpaid Drawing) and (2) any portion of any Swingline Loan for which BTCo has given a notice of a Mandatory Borrowing pursuant to Section 1.01(d) and such Replaced Bank has not provided a Revolving Loan which it was obligated to provide to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower Borrowers owing to the Replaced Bank (other than those (a) specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paidpaid or (b) relating to any Tranche of Loans and/or Commitments of the respective Replaced Bank which will remain outstanding after giving effect to the respective replacement) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note Notes executed by the BorrowerBorrowers, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as to such Replaced Bank and (y) in the case of a replacement of a Defaulting Bank with a Non-Defaulting Bank, the Adjusted Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks).

Appears in 1 contract

Samples: Credit Agreement (Furniture Brands International Inc)

Replacement of Banks. If Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii) or (x) iii), Section 1.11(c), Section 1.11(d), Section 2.05 or Section 4.04 with respect to any Bank becomes a Defaulting which results in such Bank charging to any Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or otherwise defaults in its obligations to make Loans, (y) any as provided in Section 12.12(b) in the case of certain refusals by a Bank refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower Company shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (zx) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee Assignee or Transferees Assignees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, Administrative Agent and each Letter of Credit Issuer; provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01 and (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the any Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the one or more appropriate Note Notes executed by the Borrowerapplicable Borrowers, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.11, 1.12, 2.05, 4.04 and, 12.01), which shall survive as to such Replaced BankBank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.

Appears in 1 contract

Samples: Credit Agreement (Ametek Inc/)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans-------------------- Bank, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under as provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks12.12(b), the Borrower shall have the right, if no payment Default, or Event of Default Default, then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAgent, provided that (i) at the time of any replacement pursuant to this Section 1.14-------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Bank and (z) BTCo an amount equal to such Replaced Bank's Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations (including, without limitation, all such amounts, if any, due and owing under Section 1.11) of the Borrower due and owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank and (y) Annex I hereto shall be deemed modified to reflect the changed Revolving Loan Commitments resulting from the assignment from the Replaced Bank to the Replacement Bank.

Appears in 1 contract

Samples: Credit Agreement (Wesley Jessen Visioncare Inc)

Replacement of Banks. If Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii) or (x) iii), Section 1.11(c), Section 1.11(d), Section 2.05 or Section 4.04 with respect to any Bank becomes a Defaulting which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or otherwise defaults in its obligations to make Loans, (y) any as provided in Section 12.12(b) in the case of certain refusals by a Bank refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (zx) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee Assignee or Transferees Assignees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, Administrative Agent and each Letter of Credit Issuer; provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01 and (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank's Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the an appropriate Note executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.11, 1.12, 2.05, 4.04 and, 12.01), which shall survive as to such Replaced BankBank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.

Appears in 1 contract

Samples: Credit Agreement (Ametek Inc/)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges Loans or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banksfund Unpaid Drawings, the Borrower shall have the right, if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to either replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAgent or, at the option of the Borrower, to replace only the Revolving Loan Commitment (and outstandings pursuant thereto) of the Replaced Bank with an identical Revolving Loan Commitment provided by the Replacement Bank, PROVIDED that (i) at the time of any replacement pursuant to this Section 1.141.11, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans (or, in the case of the replacement of only the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding Loans Revolving Loans) of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans (or, in the case of the replacement of only the Revolving Loan Commitment, the outstanding Revolving Loans) of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time, and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01 and (y) BTCo an amount equal to such Replaced Bank's Adjusted Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and and, unless the respective Replaced Bank continues to have outstanding Term Loans hereunder, the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced BankBank and (y) the Adjusted Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks).

Appears in 1 contract

Samples: Credit Agreement (Ithaca Industries Inc)

Replacement of Banks. (i) If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansLoans or fund Unpaid Drawings, (yii) if any Bank refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 13.12(b) or (ziii) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank is owed increased costs under Section 1.11 or Section 3.04 which results in the judgment of such Bank charging to the Borrower are material in amount and which are not otherwise requested generally by the other Banksincreased costs, the Borrower shall have the right, in accordance with the requirements of Section 13.04(b), if no Event of Default then exists and, in the case of a Bank described in clause (z) above, will exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement, to replace such Bank (the "Replaced Bank") with one or more other an Eligible Transferee or Transferees Eligible Transferees, none of which shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") ), reasonably acceptable to the Majority SMAAdministrative Agent and the Issuing Bank, provided PROVIDED that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with the assignment fee payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, (y) the Issuing Bank an amount equal to such Replaced Bank's Revolving Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank and (z) the Swingline Bank, any portion of a Mandatory Borrowing that the Replaced Bank failed to fund and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and replacement. (iiib) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above of the proviso contained in Section 1.13(a) and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions applicable to the Replaced Bank under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01 and 13.06), which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (Vestar Capital Partners Iv Lp)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank -------------------- or otherwise defaults in its obligations to make LoansLoans as provided hereunder, (y) upon the occurrence of any event giving rise to the operation of Section 2.09(a)(ii) or (iii), Section 2.09(c), Section 2.09(d) or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the applicable Borrower increased costs in excess of those being generally charged by the other Banks, or (z) as provided in Section 12.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the applicable Borrower shall have the right, if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to either replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAgent or at the option of such Borrower, to replace only the Commitment (and outstanding pursuant thereto) of the Replaced Bank with an identical Commitment provided by the Replacement Bank, provided that (i) at the time of any -------- replacement pursuant to this Section 1.142.12, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, and (bB) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, 3.01 and (ii) all obligations of the such Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrowerrespective Borrowers as provided in Section 2.05, the Replacement Bank shall become a Bank hereunder and and, unless the respective Replaced Bank continues to have outstanding Loans hereunder, the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (Ikon Office Solutions Inc)

Replacement of Banks. If (x) The Borrower shall be permitted to replace any Bank becomes that (a) requests reimbursement for amounts owing pursuant to Section 2.11 or 2.13(a), (b) is required to make a Defaulting Bank prepayment as a result of the operation of Section 2.12 or otherwise (c) defaults in its obligations obligation to make Loansits Term Loan hereunder, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any replacement pursuant to this Section 1.14such replacement, the Replacement such Bank shall enter into one or more Assignment Agreements pursuant have taken no action under Section 2.16 so as to which eliminate the Replacement Bank shall acquire all continued need for payment of the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees amounts owing to the Replaced Bank pursuant to Section 2.012.11 or 2.13(a) or the operation of Section 2.12, (iiiv) all obligations the replacement financial institution shall purchase, at par, the Term Loan and other amounts owing to such replaced Bank on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Bank under Section 2.12 if the Term Loan owing to the Replaced such replaced Bank (shall be purchased other than those specifically described in clause on the last day of an Interest Period relating thereto, (ivi) above in respect of which the assignment purchase price has beenreplacement financial institution, or is concurrently beingif not already a Bank, paid) shall be paid in full reasonably satisfactory to such Replaced the Administrative Agent, (vii) the replaced Bank concurrently with shall be obligated to make such replacement in accordance with the provisions of Section 10.10 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (iiiviii) in the event that until such Replaced Bank is a party to the Nabisco Credit Agreementtime as such replacement shall be consummated, the Borrower shall also take pay all additional amounts (if any) required pursuant to Section 2.11 or 2.13(a), as the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentationcase may be, the payment of amounts referred to in clauses (i) and (iiix) above and, if so requested by the Replacement Bank, delivery any such replacement shall not be deemed to the Replacement Bank be a waiver of the appropriate Note executed by any rights that the Borrower, the Replacement Administrative Agent or any other Bank shall become a Bank hereunder and have against the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (TFM Sa De Cv)

Replacement of Banks. If Each Bank agrees that, upon the occurrence of any event giving rise to the operation of (xa) any Section 4.1 or Section 4.5 that results in the affected Bank becomes a Defaulting Bank charging to the Borrowers increased costs or otherwise defaults taxes in its obligations to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by excess of the Required other Banks or (zb) any Bank is owed increased costs under Section 1.11 or Section 3.04 which 4.3, then in each case the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower Borrowers shall have the right, if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costshall have occurred and be continuing, to replace cause such affected Bank to assign its Loans pursuant to Section 13.3 (with all fees payable pursuant to Section 13.3(b) to be paid by the "Replaced Bank"replacement Bank(s)) with to one or more other Eligible Transferee or Transferees (collectivelyAssignees; provided, the "Replacement Bank") reasonably acceptable to the Majority SMA, provided that (i) at the time of any replacement pursuant to this Section 1.14such assignment shall not conflict and shall comply with Applicable Law, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (xii) the Replaced Borrowers or such assignee shall have paid to the assigning Bank in respect thereof immediately available funds an amount equal to the sum of (a) an amount equal to the principal of, of and all accrued interest on, all on the outstanding Loans of the Replaced such Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing accrued to the Replaced effective date of such assignment, plus all fees and other amounts accrued for the account of such Bank hereunder (including, without limitation, any amounts under Article IV); provided, further, that, if prior to any such assignment the circumstances or event that resulted in such Bank’s notice under Section 4.1 or Section 4.3 or the amounts paid pursuant to Section 4.5, as the case may be, cease to cause such Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 4.3, or cease to result in amounts being payable under Section 4.5, as the case may be (including, without limitation, as a result of any action taken by such Bank pursuant to Section 2.014.6), (ii) all obligations or if such Bank shall waive its right to claim further compensation in excess of that being charged by the Borrower owing other Banks under Section 4.1 or shall waive its right to further payments in excess of that being charged by the Replaced Bank (other than those specifically described in clause (i) above Banks under Section 4.5 in respect of which such circumstances or event, as the assignment purchase price has beencase may be, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace then such Bank as a Bank thereundershall not thereafter be required to make any such assignment hereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.ARTICLE V

Appears in 1 contract

Samples: Senior Export and Working Capital Facility Agreement

Replacement of Banks. If (x) the Borrower is required pursuant to Section 2.07(c), 2.11 or 2.12 to make any additional payment to any Bank becomes a Defaulting Bank or otherwise defaults in its obligations if any Bank’s obligation to make Loansor continue, or to convert Reference Advances into, Eurodollar Advances shall be suspended pursuant to 2.02(c)(ii) or 2.04(c) (y) any Bank refuses so affected, an “Affected Bank ”), the Borrower may elect, if such amounts continue to give timely consent be charged or such suspension is still effective, to proposed changes, waivers, discharges or terminations with respect replace such Affected Bank as a Bank party to this Agreement Agreement, provided that (a) no Default or Event of Default shall have occurred and be continuing at the time of such replacement; (b) such replacement shall be at the Borrower’s sole expense and effort, including the payment of the administrative fee referenced in Section 9.06(a); (c) concurrently with such replacement, another bank or other entity (which have been approved by entity shall be an Eligible Assignee) shall agree, as of such date, to purchase for cash the Required Banks or (z) any Advances and other Obligations due to the Affected Bank is owed increased costs under Section 1.11 or Section 3.04 which pursuant to an assignment substantially in the judgment form of Exhibit A and to become a Bank for all purposes under this Agreement and to assume all obligations of the Borrower are material in amount Affected Bank which as to the Affected Bank shall be terminated as of such date and which are not otherwise requested generally by to comply with the other Banksrequirements of Section 9.06 applicable to assignments; and (d) concurrently with such replacement, the Borrower shall have pay to such Affected Bank in same day funds on the rightday of such replacement all interest, if no Event fees and other amounts then accrued but unpaid to such Affected Bank by the Borrower hereunder to and including the date of Default then exists andtermination, in the case including without limitation payments due to such Affected Bank under Sections 2.07(c), 2.11 and 2.12. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a Bank described in clause (z) above, waiver by such Bank has not withdrawn its request for such compensation or changed its applicable lending office with Issuing Bank, as applicable, or otherwise, the effect of eliminating or substantially decreasing (to a level which in the judgment of circumstances entitling the Borrower is not material) to require such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all of the Commitment assignment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall delegation cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bankapply.

Appears in 1 contract

Samples: Credit Agreement (Holly Energy Partners Lp)

Replacement of Banks. (a) If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansLoans or fund Unpaid Drawings, (yb) upon the occurrence of an event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs materially in excess of those being generally charged by the other Banks or (c) in the case of a refusal by a Bank to consent to one or more proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or as (zand to the extent) any Bank is owed increased costs under provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks13.12(b), the Borrower shall have the right, if no Default or Event of Default then exists and(or, in the case of a Bank described in preceding clause (z) abovec), no Default or Event of Default will exist immediately after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement), to either (i) replace such Bank (the "Replaced Bank") with one or more other Eligible Transferees (it being acknowledged that the Replaced Bank shall be under no obligation to identify or secure the commitment of such Eligible Transferee or Transferees assist in identifying or securing the commitment of such Eligible Transferee), none of whom shall constitute a Defaulting Bank at the time of such replacement and each of whom shall be reasonably acceptable to the Administrative Agent (collectively, the "Replacement Bank") reasonably acceptable or (ii) at the option of the Borrower, replace only (x) the Revolving Loan Commitment (and outstandings pursuant thereto) of the Replaced Bank with an identical Revolving Loan Commitment provided by the Replacement Bank or (y) in the case of a replacement as provided in Section 13.12(b) where the consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Majority SMACommitments and/or outstanding Term Loans of such Bank in respect of each Tranche where the consent of such Bank would otherwise be individually required, with identical Commitments and/or Term Loans of the respective Tranche provided by the Replacement Bank, provided that (i1) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans (or, in the case of the replacement of only (I) the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding Revolving Loans and participations in outstanding Letters of Credit and/or (II) the outstanding Term Loans, the Term Loans) of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (xa) the Replaced Bank in respect thereof an amount equal to the sum of (ai) an amount equal to the principal of, and all accrued interest on, all outstanding Loans (or of the Loans of the respective Tranche being replaced) of the Replaced Bank Bank, (ii) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (biii) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank (but only with respect to the relevant Tranche, in the case of the replacement of less than all Tranches of Loans then held by the respective Replaced Bank) pursuant to Section 2.013.01, (iib) except in the case of the replacement of only the outstanding Term Loans of a Replaced Bank, each Issuing Bank an amount equal to such Replaced Bank's Adjusted RL Percentage (for this purpose, determined as if the adjustment described in clause (i) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank to such Issuing Bank and (c) except in the case of the replacement of only the outstanding Term Loans of a Replaced Bank, the Swingline Bank an amount equal to such Replaced Bank's Adjusted RL Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank, and (2) all obligations of the Borrower due and owing to the Replaced Bank at such time (other than those specifically described in clause (i1) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreement, the payment of amounts referred to in clauses (i1) and (ii2) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (i) the Replacement Bank shall become a Bank hereunder and and, unless the respective Replaced Bank continues to have outstanding Term Loans or a Commitment hereunder, the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01), which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (Omniquip International Inc)

Replacement of Banks. If Upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (xiii) or Section 3.04 with respect to any Bank becomes a Defaulting which results in such Bank or otherwise defaults charging to the Borrower increased costs in its obligations to make Loansexcess of those being generally charged by the other Banks, and/or (y) any in the case of a refusal by a Bank refuses to give timely consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under Super Majority Banks, as the case may be, as provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks11.12, the Borrower shall have the right, if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee transferee or Transferees transferees who shall be acceptable to the Agent (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAgent, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to Section 11.04(b) (and with all fees payable pursuant to said Section 11.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (bB) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, 2.01 and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment Agreement, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions applicable to the Replaced Bank under this Agreement, which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Term Loan Agreement (Universal Outdoor Holdings Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansBank, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under as provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks12.12(b), the Borrower shall have the right, if no Default or Event of Default then exists andor, in the case of a Bank described in clause (z) above, would exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Eligible Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be reasonably acceptable to the Majority SMAAdministrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of, and in each case participations in Letters of Credit and Swingline Loans by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, (y) the Letter of Credit Issuer an amount equal to such Replaced Bank's Revolving Percentage of any Unpaid Drawing relating to a Letter of Credit (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank and (z) Chase an amount equal to such Replaced Bank's Revolving Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 7.13 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (Carcomp Services Inc)

Replacement of Banks. If Upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (xiii), 1.10(c) or 3.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or such Bank becoming incapable of making Eurodollar Loans, (y) if a Bank becomes a Defaulting Bank or otherwise defaults and/or (z) as provided in its obligations Section 11.12(b), in the case of a refusal by a Bank to make Loans, (y) any Bank refuses to give timely consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees reasonably acceptable to the Administrative Agent, none of which Transferees shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA), provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 11.04(b) (and with all fees payable pursuant to said Section 11.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate a Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions applicable to the Replaced Bank under this Agreement, which shall survive as to such Replaced BankBank as described herein.

Appears in 1 contract

Samples: Credit Agreement (R&b Falcon Corp)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansLoans or fund Unpaid Drawings, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Company increased costs in excess of those being generally charged by the other Banks, or (z) as provided in Section 13.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower Company shall have the right, if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of which shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, Administrative Agent; provided that (i) at the time of any replacement pursuant to this Section 1.141.12, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments (and related Canadian Sub-Commitments, if any) and outstanding Loans of, and in each case participation in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans (including the Face Amount of any outstanding Bankers' Acceptances) of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01 and (y) BTCo an amount equal to such Replaced Bank's Adjusted Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank, (ii) all obligations of the Borrower Borrowers due and owing to the Replaced Bank at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in if the event that such respective Replaced Bank has a related Canadian Bank, or if the Replaced Bank is a party to the Nabisco Credit AgreementCanadian Bank which has a related Bank, the Borrower shall also take all of the actions specified above in this Section 1.14 of 1.12 shall be taken with respect to both the Nabisco Credit Agreement respective Bank and replace such Canadian Bank (who shall be treated collectively as a Bank thereunderReplaced Bank). Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrowerrespective Borrowers, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced BankBank and (y) the Adjusted Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks).

Appears in 1 contract

Samples: Credit Agreement (Coltec Industries Inc)

Replacement of Banks. If Upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (x) iii), 1.10(c), 2.05 or 4.04 with respect to any Bank becomes a Defaulting which results in such Bank charging to Borrower increased costs in excess of those being generally charged by the other Banks or otherwise defaults in its obligations to make such Bank becoming incapable of making Eurodollar Loans, (y) any as provided in Section 12.12(b), or in the case of a refusal by a Bank refuses to give timely consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees reasonably acceptable to the Administrative Agent (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA), provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of, and in each case participations in Letters of Credit transferred by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, and (y) the Letter of Credit Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party shall promptly return all canceled Notes to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderBorrower. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions applicable to the Replaced Bank under this Agreement, which shall survive as to such Replaced BankBank as described herein.

Appears in 1 contract

Samples: Credit Agreement (Ensco International Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans-------------------- Bank, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under as provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks12.12(b), the Borrower shall have the right, if no Default or Event of Default then exists andor, in the case of a Bank described in clause (z) above, would exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAgent, provided that (i) at the time of any replacement -------- pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Bank and (z) BTCo an amount equal to such Replaced Bank's RL Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations (including, without limitation, all such amounts, if any, owing under Section 1.11) of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 12.01 and 12.06), which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (Cambridge Industries Inc /De)

Replacement of Banks. If (x) Upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to Borrower increased costs in excess of those being generally charged by the other Banks or becoming incapable of making Eurodollar Loans, (y) if a Bank becomes a Defaulting Bank or otherwise defaults and/or (z) as provided in its obligations Section 12.12(b), in the case of a refusal by a Bank to make Loans, (y) any Bank refuses to give timely consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced BankREPLACED BANK") with one or more other Eligible Transferee or Eligible Transferees reasonably acceptable to the Administrative Agent, none of which Eligible Transferees shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement BankREPLACEMENT BANK") reasonably acceptable to the Majority SMA); PROVIDED, provided HOWEVER, that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, and (y) the Letter of Credit Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate a Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions applicable to the Replaced Bank under this Agreement, which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (Global Marine Inc)

Replacement of Banks. (i) If (x) any Bank becomes a Defaulting -------------------- Bank or otherwise defaults in its obligations to make LoansLoans or fund Unpaid Drawings, (yii) if any Bank refuses to give timely consent to certain proposed changes, waivers, discharges or terminations termina tions with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b) or (ziii) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank is owed which results in such Bank charging to the Borrower increased costs under Section 1.11 or Section 3.04 which in the judgment excess of the Borrower are material in amount and which are not otherwise requested those being generally charged by the other Banks, the Borrower shall have the right, in accordance with the requirements of Section 12.04(b), if no Event of Default then exists and, in the case of a Bank described in clause (z) above, will exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement, to replace such Bank (the "Replaced Bank") with one or more other an Eligible Transferee or Transferees Transferees, none of which shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") ), and each of whom shall be reasonably acceptable to the Majority SMAAgent and the Letter of Credit Issuer, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with the assignment fee payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Revolving Loans of, and in each case participations in Swingline Loans and Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) to the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid inter est with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, (y) to the Letter of Credit Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not thereto fore funded by such Replaced Bank and (z) to BTCo an amount equal to such Replaced Bank's Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and replacement. (iiib) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above of Section 1.13(a) and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Revolving Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions applicable to the Replaced Bank under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 12.01 and 12.06), which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (U S a Floral Products Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansLoans or fund Unpaid Drawings, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Company increased costs in excess of those being generally charged by the other Banks, or (z) as provided in Section 13.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower Company shall have the right, if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of which shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, Administrative Agent; provided that (i) at the time of any replacement pursuant to this Section 1.141.12, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01 and (y) BTCo an amount equal to such Replaced Bank's Adjusted Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower Company due and owing to the Replaced Bank at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the BorrowerCompany, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced BankBank and (y) the Adjusted Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks).

Appears in 1 contract

Samples: Credit Agreement (Coltec Industries Inc)

Replacement of Banks. If Upon any RF Bank being replaced under Section 1.13 of the RF Credit Agreement, (x) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c) or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks, (y) if a Bank becomes a Defaulting Bank or otherwise defaults and/or (z) in its obligations the case of a refusal by a Bank to make Loans, (y) any Bank refuses to give timely consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under Super Majority Banks, as the case may be, as provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks12.12, the Borrower shall have the right, if no Default or Event of Default then exists exists, to replace (and, in the case of a Bank described in clause (zw) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not materialshall replace) such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee transferee or Transferees transferees who shall be acceptable to the Agent and none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAgent, provided that (i) any AR Bank replaced pursuant to this Section 2.01 must also be replaced as an RF Bank at the same time under Section 1.13 of the RF Credit Agreement by the same Replacement Bank (and in the same pro rata amounts if more than one Replacement Bank), (ii) any Bank that is replaced as an RF Bank pursuant to Section 1.13 of the RF Credit Agreement must also be replaced at the same time as an AR Bank hereunder by the same Replacement Bank (and in the same pro rata amounts if more than one Replacement Bank), (iii) at the time of any replacement pursuant to this Section 1.142.01, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (bB) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, 3.01 and (iiiv) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (iiii) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment Agreement, the payment of amounts referred to in clauses (iiii) and (iiiv) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions applicable to the Replaced Bank under this Agreement, which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Acquisition Credit Agreement (Universal Outdoor Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansBank, -------------------- (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c) or Section 3.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under as provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks11.12(b), the Borrower shall have the right, if no payment Default, or Event of Default Default, then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAgent, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, -------- the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 11.04(b) (and with all fees payable pursuant to said Section 11.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Revolving Loan Commitment and outstanding Revolving Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank and (bB) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, 2.01 and (ii) all obligations (including, without limitation, all such amounts, if any, due and owing under Section 1.11) of the Borrower due and owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, recordation of the assignment on the Register by the Agent pursuant to Section 6.13 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Revolving Note or Revolving Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank and (y) Annex I shall be deemed modified to reflect the changed Revolving Loan Commitments (and/or outstanding Revolving Loans, as the case may be) resulting from the assignment from the Replaced Bank to the Replacement Bank.

Appears in 1 contract

Samples: Credit Agreement (Physicians Quality Care Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansBank, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under as provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks12.12(b), the Borrower shall have the right, if no payment or bankruptcy Default, or no Event of Default Default, then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees reasonably acceptable to the Agent, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA), provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Revolving Loan Commitment and outstanding Revolving Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, (y) the Letter of Credit Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit to the extent such amount was not theretofore funded by such Replaced Bank and (z) BTCo an amount equal to such Replaced Bank's Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations (including, without limitation, all such amounts, if any, due and owing under Section 1.11) of the Borrower due and owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Revolving Note or Revolving Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank and (y) Annex I shall be deemed modified to reflect the changed Revolving Loan Commitments resulting from the assignment from the Replaced Bank to the Replacement Bank.

Appears in 1 contract

Samples: Credit Agreement (McMS Inc)

Replacement of Banks. If Upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (xiii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks, (y) any if a Bank becomes a Defaulting Bank or otherwise defaults and/or (z) in its obligations the case of a refusal by a Bank to make Loans, (y) any Bank refuses to give timely consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under as provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks12.12, the Borrower shall have the right, if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAgent, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01 and (y) the Letter of Credit Issuer an amount equal to such Replaced Bank's RC Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, the recordation of the assignment in the Register as provided in Section 12.16 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions applicable to the Replaced Bank under this Agreement, which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (Hosiery Corp of America Inc)

Replacement of Banks. If (x) the Borrower receives notice from -------------------- any Bank requesting increased costs or additional amounts under Section 1.10, 2.06 or 4.04 or (y) a Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other BanksBank, the Borrower shall have the right, if no Event of Default then exists and, unless in the case of a Bank described in clause (zx) above, such Bank has not withdrawn its request for such compensation removed or changed its applicable lending office with cured the effect of eliminating or substantially decreasing (to a level conditions which resulted in the judgment of the Borrower is not material) obligation to pay such increased costcosts or additional amounts or agreed to waive and otherwise forego any right it may have to any payments provided for under Sections 1.10, 2.06 and 4.04 in respect of such conditions, to replace in its entirety such Bank (the "Replaced Bank") ), upon prior written notice to the Administrative Agent and such Replaced Bank, with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAdministrative Agent (which acceptance shall not be unreasonably withheld), provided that (i) at the time of any -------- replacement pursuant to this Section 1.141.13, the Replaced Bank and the Replacement Bank shall enter into one or more Assignment Agreements (appropriately completed), pursuant to which which: (i) the Replacement Bank shall acquire all of the Commitment and outstanding Revolving Loans and Term Loans of, and Swingline Loans and/or Letter of Credit participations of, the Replaced Bank and, in connection therewith, shall pay to (x) to the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01 and (y) to the Swingline Lender or Letter of Credit Issuer, as the case may be, any portion of a Mandatory Borrowing or the funding of an Unpaid Drawing, respectively, as to which the Replaced Bank is then in default; and (ii) all obligations of the Borrower owing shall pay to the Replaced Bank (any other than those specifically described in clause (i) above in respect of which amounts payable to the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and under this Agreement (iii) in the event that such Replaced Bank is a party including, without limitation, amounts payable under Section 1.10 and/or 1.11 which have accrued to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 date of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement). Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above the preceding sentence and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate a Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (Red Lion Hotels Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) upon the occurrence of an event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or as (zand to the extent) any Bank is owed increased costs under provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks13.12(b), the Borrower shall have the right, if no Default or Event of Default then exists and(or, in the case of a Bank described in preceding clause (z) above), no Default or Event of Default will exist immediately after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement), to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be required to be reasonably acceptable to the Majority SMAAgent, provided that (i) at the time of any replacement pursuant pur suant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the entire Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aI) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank Bank, (II) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bIII) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, (y) each Issuing Bank an amount equal to such Replaced Bank's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank to such Issuing Bank and (z) the Swingline Bank an amount equal to such Replaced Bank's RL Percentage of any Mandatory Borrowings to the extent such amount was not theretofore funded by such Replaced Bank to the Swingline Bank and (ii) all obligations of the Borrower due and owing to the Replaced Bank at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Revolving Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01), which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (Sitel Corp)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansBank, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under as provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks12.12(b), the Borrower shall have the right, if no Default or Event of Default then exists andor, in the case of a Bank described in clause (z) above, would exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAdministrative Agent, provided PROVIDED, that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Bank and (z) BTCo an amount equal to such Replaced Bank's RL Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank and (ii) all obligations (including, without limitation, all such amounts, if any, owing under Section 1.11) of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 7.12 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (Advanced Medical Inc)

Replacement of Banks. (i) If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansLoans or fund Unpaid Drawings, (yii) if any Bank refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 14.12(b) or (ziii) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank is owed increased costs under Section 1.11 or Section 3.04 which results in the judgment of such Bank charging to the Borrower are material in amount and which are not otherwise requested generally by the other Banksincreased costs, the Borrower shall have the right, in accordance with the requirements of Section 14.04(b), if no Event of Default then exists and, in the case of a Bank described in clause (z) above, will exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement, to replace such Bank (the "Replaced Bank") with one or more other an Eligible Transferee or Transferees Transferees, none of which shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") ”), reasonably acceptable to the Majority SMAAdministrative Agent and the Issuing Banks, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 14.04(b) (and with the assignment fee payable pursuant to said Section 14.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, (y) each Issuing Bank an amount equal to such Replaced Bank’s Revolving Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank and (z) the Swingline Bank, any portion of a Mandatory Borrowing that the Replaced Bank failed to fund and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and replacement. (iiib) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above of the proviso contained in Section 1.13(a) and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions applicable to the Replaced Bank under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 14.01 and 14.06), which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (Consolidated Container Co LLC)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansLoans or fund Unpaid Drawings, (y) upon the occurrence of an event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 1.10(d), Section 2.06 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely any Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or as (zand to the extent) any Bank is owed increased costs under provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks13.12, the Borrower Adience shall have the right, if no Default under Section 10.01 or 10.05 and no Event of Default then exists and(or, in the case of a Bank described in preceding clause (z) above), no Default under Section 10.01 or 10.05 and no Event of Default will exist immediately after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement), to either (1) replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be required to be reasonably acceptable to the Majority SMAAdministrative Agent or (2) at the option of Adience, replace only (a) the Revolving Loan Commitment (and outstandings pursuant thereto) of the Replaced Bank with an identical Revolving Loan Commitment (and related outstandings) provided by the Replacement Bank or (b) in the case of a replacement as provided in Section 13.12(b) where the consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Term Loans of such Bank in respect of each Tranche where the consent of such Bank would otherwise be individually required, with identical Commitments and/or Term Loans of the respective Tranche provided by the Replacement Bank, provided that (i) any replacement pursuant to this Section 1.13 shall be required to comply with the requirements of Section 13.04(b) (including without limitation those relating to pro rata assignments) and at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans (or, in the case of the replacement of only (a) the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding Revolving Loans and participations in Letter of Credit Outstandings and/or (b) the outstanding Term Loans and/or Term Loan Commitments of the respective Tranche or Tranches) of, and in each case (except for the replacement of only the outstanding Term Loans (and/or Term Loan Commitments, as the case may be) of one or more Tranches of the respective Bank) participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aI) an amount equal to the principal of, and all accrued interest on, all outstanding Loans (or of the Loans of the respective Tranche or Tranches being replaced) of the Replaced Bank Bank, (II) all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bIII) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank (but only with respect to the relevant Tranche, in the case of the replacement of less than all Tranches of Loans then held by the respective Replaced Bank) pursuant to Section 2.013.01 and (y) except in the case of the replacement of only the outstanding Term Loans of one or more Tranches of a Replaced Bank, each Issuing Bank an amount equal to such Replaced Bank's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank to such Issuing Bank and (ii) all obligations of the Borrower Borrowers due and owing to the Replaced Bank at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.15 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the respective Borrower, the Replacement Bank shall become a Bank hereunder and and, unless the respective Replaced Bank continues to have outstanding Term Loans or a Commitment hereunder, the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01), which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (Alpine Group Inc /De/)

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Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replaced Bank and the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 14.04(b) (and with all fees payable pursuant to said Section 14.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Commitments and all of the Commitment and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay pay, in the applicable Currency, to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all are accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, and (y) the Issuing Bank an amount equal to such Replaced Bank's Adjusted Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Bank; and (ii) all obligations of the Borrower Borrowers owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) accrued through the date of replacement shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note Notes executed by the Borrowerrespective Borrowers, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04 and 14.01), which shall survive as to such Replaced Bank and (y) in the case of a replacement of a Defaulting Bank with a Non-Defaulting Bank, the Adjusted Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks).

Appears in 1 contract

Samples: Credit Agreement (Chartwell Leisure Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansLoans or fund Unpaid Drawings, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrowers increased costs in excess of those being generally charged by the other Banks or (z) as provided in Section 13.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower Borrowers shall have the right, if no Default or Event of Default then exists and, in will exist immediately after giving effect to the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costrespective replacement, to either replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAdministrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Revolving Loan Commitments and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01 and (y) BTCo an amount equal to such Replaced Bank's Adjusted Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of (1) any Unpaid Drawing (which at such time remains an Unpaid Drawing) and (2) any portion of any Swingline Loan for which BTCo has given a notice of a Mandatory Borrowing pursuant to Section 1.01(c) and such Replaced Bank has not provided a Revolving Loan which it was obligated to provide to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower Borrowers owing to the Replaced Bank (other than those (a) specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paidpaid or (b) relating to any Revolving Loans and/or Revolving Loan Commitments of the respective Replaced Bank which will remain outstanding after giving effect to the respective replacement) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Revolving Note executed by the BorrowerBorrowers, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as to such Replaced Bank and (y) in the case of a replacement of a Defaulting Bank with a Non-Defaulting Bank, the Adjusted Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks).

Appears in 1 contract

Samples: Credit Agreement (Furniture Brands International Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansBank, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under as provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks12.12(b), the Borrower shall have the right, if no payment Default, or Event of Default Default, then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Eligible Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAdministrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Bank and (z) the Swingline Bank an amount equal to such Replaced Bank’s Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations (including all such amounts, if any, due and owing under Section 1.11) of the Borrower due and owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 7.12 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank and (y) Annex I hereto shall be deemed modified to reflect the changed Revolving Loan Commitments resulting from the assignment from the Replaced Bank to the Replacement Bank.

Appears in 1 contract

Samples: Credit Agreement (Nutraceutical International Corp)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansLoans or fund Unpaid Drawings, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of certain refusals by a Bank (other than a Bank whose commitments are terminated in accordance with Section 3.02(b) and/or whose Loans are repaid in accordance with Section 4.01(b)) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or as (zand to the extent) any Bank is owed increased costs under provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks13.12(b), the Borrower shall have the right, if no Default or Event of Default then exists and, in will exist immediately after giving effect to the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costrespective replacement, to either replace (1) such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees reasonably acceptable to the Administrative Agent, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable or (2) at the option of the Borrower, to replace only (a) the Majority SMA, Revolving Loan Commitment (and outstandings pursuant thereto) of the Replaced Bank with an identical Revolving Loan Commitment provided by the Replacement Bank or (b) the Term Loan Commitment and/or outstanding Term Loans of the Replaced Bank in respect of each Tranche with an identical Term Loan Commitment or Term Loans provided by the Replacement Bank; provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans (or, in the case of the replacement of only (a) the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding Revolving Loans or (b) the Term Loan Commitment or outstanding Term Loans of one or more Tranches, the Term Loan Commitment or the outstanding Term Loans of the respective Tranche) of, and in each case (except for the replacement of only the outstanding Term Loan Commitment or the outstanding Term Loans of one or more Tranches of the respective Bank) participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (awithout duplication) an amount equal to (A) the principal of, and all accrued interest on, all outstanding Loans (or of the Loans of the respective Tranche being replaced) of the Replaced Bank Bank, (B) except in the case of the replacement of only the Term Loan Commitment or the outstanding Term Loans of one or more Tranches of a Replaced Bank, all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank (but only with respect to the relevant Tranche, in the case of the replacement of less than all Tranches of Loans then held by the respective Replaced Bank) pursuant to Section 2.01, 3.01 and (iiy) all obligations except in the case of the Borrower owing to replacement of only the Term Loan Commitment or the outstanding Term Loans of one or more Tranches of a Replaced Bank, the Issuing Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full an amount equal to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.Replaced

Appears in 1 contract

Samples: Credit Agreement (Capstar Broadcasting Corp)

Replacement of Banks. If (x) the Borrower is required pursuant to Section 2.07(c), 2.11 or 2.12 to make any additional payment to any Bank becomes a Defaulting Bank or otherwise defaults in its obligations if any Bank's obligation to make Loansor continue, or to convert Reference Advances into, Eurodollar Advances shall be suspended pursuant to 2.02(c)(ii) or 2.04(c) (y) any Bank refuses so affected, an "Affected Bank "), the Borrower may elect, if such amounts continue to give timely consent be charged or such suspension is still effective, to proposed changes, waivers, discharges or terminations with respect replace such Affected Bank as a Bank party to this Agreement Agreement, provided that (a) no Default or Event of Default shall have occurred and be continuing at the time of such replacement; (b) such replacement shall be at the Borrower's sole expense and effort, including the payment of the administrative fee referenced in Section 9.06(a)); (c) concurrently with such replacement, another bank or other entity (which have been approved by entity shall be an Eligible Assignee) shall agree, as of such date, to purchase for cash the Required Banks or (z) any Advances and other Obligations due to the Affected Bank is owed increased costs under Section 1.11 or Section 3.04 which pursuant to an assignment substantially in the judgment form of Exhibit A and to become a Bank for all purposes under this Agreement and to assume all obligations of the Borrower are material in amount Affected Bank which as to the Affected Bank shall be terminated as of such date and which are not otherwise requested generally by to comply with the other Banksrequirements of Section 9.06 applicable to assignments; and (d) concurrently with such replacement, the Borrower shall have pay to such Affected Bank in same day funds on the rightday of such replacement all interest, if no Event fees and other amounts then accrued but unpaid to such Affected Bank by the Borrower hereunder to and including the date of Default then exists andtermination, in the case including without limitation payments due to such Affected Bank under Sections 2.07(c), 2.11 and 2.12. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a Bank described in clause (z) above, waiver by such Bank has not withdrawn its request for such compensation or changed its applicable lending office with Issuing Bank , as applicable, or otherwise, the effect of eliminating or substantially decreasing (to a level which in the judgment of circumstances entitling the Borrower is not material) to require such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all of the Commitment assignment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall delegation cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bankapply.

Appears in 1 contract

Samples: Credit Agreement (Holly Energy Partners Lp)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, provided that (i) at the time of any replacement pursuant to this Section 1.141.12, the Replacement Bank shall enter into one or more Assignment Agreements assignment agreements pursuant to Section 14.04(b) (and with all fees payable pursuant to said Section 14.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, and (bB) an amount equal to such Replaced Bank's Percentage of all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01 hereof, (y) the Issuing Bank or Banks an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank and (z) the Swingline Bank an amount equal to such Bank's Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank; and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full by the Borrower to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above above, recordation of the assignment on the Register by the Agent pursuant to Section 8.16 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunderhereunder with respect to the Loans and Commitments so transferred, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced BankBank and the Percentages of the Banks shall be automatically adjusted at such time to the extent necessary to give effect to such replacement.

Appears in 1 contract

Samples: Credit Agreement (Physician Health Corp)

Replacement of Banks. If Each Bank agrees that, upon the occurrence of any event giving rise to the operation of (xa) any Section 4.1 or Section 4.5 that results in the affected Bank becomes a Defaulting Bank charging to the Borrowers increased costs or otherwise defaults taxes in its obligations to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by excess of the Required other Banks or (zb) any Bank is owed increased costs under Section 1.11 or Section 3.04 which 4.3, then in each case the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower Borrowers shall have the right, if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costshall have occurred and be continuing, to replace cause such affected Bank to assign its Loans pursuant to Section 13.3 (with all fees payable pursuant to Section 13.3(b) to be paid by the "Replaced Bank"replacement Bank(s)) with to one or more other Eligible Transferee or Transferees (collectivelyAssignees; provided, the "Replacement Bank") reasonably acceptable to the Majority SMA, provided that (i) at the time of any replacement pursuant to this Section 1.14such assignment shall not conflict and shall comply with Applicable Law, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (xii) the Replaced Borrowers or such assignee shall have paid to the assigning Bank in respect thereof immediately available funds an amount equal to the sum of (a) an amount equal to the principal of, of and all accrued interest on, all on the outstanding Loans of the Replaced such Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing accrued to the Replaced effective date of such assignment, plus all fees and other amounts accrued for the account of such Bank hereunder (including, without limitation, any amounts under Article IV); provided, further, that, if prior to any such assignment the circumstances or event that resulted in such Bank’s notice under Section 4.1 or Section 4.3 or the amounts paid pursuant to Section 4.5, as the case may be, cease to cause such Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 4.3, or cease to result in amounts being payable under Section 4.5, as the case may be (including, without limitation, as a result of any action taken by such Bank pursuant to Section 2.014.6), (ii) all obligations or if such Bank shall waive its right to claim further compensation in excess of that being charged by the Borrower owing other Banks under Section 4.1 or shall waive its right to further payments in excess of that being charged by the Replaced Bank (other than those specifically described in clause (i) above Banks under Section 4.5 in respect of which such circumstances or event, as the assignment purchase price has beencase may be, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace then such Bank as a Bank thereunder. Upon the execution of the respective shall not thereafter be required to make any such assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Senior Export and Working Capital Facility Agreement (Gerdau Ameristeel Corp)

Replacement of Banks. If any Bank (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansLoans or fund Unpaid Drawings, (y) any Bank refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 13.12(b) or (z) any Bank is owed increased costs under Section 1.11 1.10 (a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 3.04 which 4.04 in the judgment a material amount in excess of the Borrower are material in amount and which are not otherwise requested those being generally charged by the other Banks, the Borrower shall have the right, in accordance with the requirements of Section 13.04(b), if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, would exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement, to either replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be required to be reasonably acceptable to the Majority SMAAdministrative Agent and each Issuing Bank; provided, provided that that: (i) at the time of any replacement pursuant to this Section 1.141.13, the Replaced Bank and the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Revolving Loan Commitment and outstanding Revolving Loans of and participation in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, (y) the respective Issuing Bank an amount equal to such Replaced Bank's Adjusted RL Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Bank and (z) the Swingline Bank an amount equal to such Replaced Bank's Adjusted RL Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank; and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, the recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.16 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Revolving Note or Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as to such Replaced Bank and (y) in the case of a replacement of a Defaulting Bank with a Non-Defaulting Bank, the Adjusted RL Percentages of the respective Banks shall be automatically adjusted at such time to give effect to such replacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks).

Appears in 1 contract

Samples: Credit Agreement (Sky Chefs Argentine Inc)

Replacement of Banks. If any Bank (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansBank, (y) any Bank refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 4.01 or 13.12(b), or (z) any Bank is owed increased costs under any event giving rise to the operation of Section 1.11 1.10(a)(ii) or (iii), Section 1.10(c) or (d), Section 2.06 or Section 3.04 which 4.04 in the judgment a material amount in excess of the Borrower are material in amount and which are not otherwise requested those being generally charged by the other Banks, the Borrower Holdings shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office accordance with the effect requirements of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costSection 13.04(b), to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Eligible Transferees (collectively, the "Replacement Bank") ), none of whom shall constitute a Defaulting Bank at the time of such replacement and each of whom shall be reasonably acceptable to the Majority SMA, provided that Administrative Agent; PROVIDED that: (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment (and related Sub-Commitments) and all then outstanding Revolving Loans of, and participations in all then outstanding Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all then outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings (unless there are no Unpaid Drawings) that have been funded by (and not reimbursed to) such Replaced Bank at such time, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, (y) the respective Issuing Bank an amount equal to such Replaced Bank's L/C Participation Percentage (in each case for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank), of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to Letters of Credit issued by such Issuing Bank to the extent such amount was not theretofore funded by such Replaced Bank and (z) BTCo an amount equal to such Replaced Bank's Dollar Percentage or U.K. Percentage, as the case may be, (in each case for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Mandatory Borrowing (determined in accordance with Section 1.07), to the extent such amount was not theretofore funded by such Replaced Bank, without duplication; and (ii) all obligations of the Borrower Borrowers owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.16 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Revolving Note or Revolving Notes executed by the Borrowerrespective Borrowers, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.become

Appears in 1 contract

Samples: Credit Agreement (Big Flower Press Holdings Inc /Pred/)

Replacement of Banks. If any Bank (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) any Bank refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 11.12(b) or (zy) any Bank is owed increased costs under Section 1.11 1.08 (a)(ii) or (iii), Section 1.08(c) or Section 3.04 which in the judgment a material amount in excess of the Borrower are material in amount and which are not otherwise requested those being generally charged by the other Banks, the Borrower Borrowers shall have the right, in accordance with the requirements of Section 11.04(b), if no Default or Event of Default then exists and, (or in the case of a Bank described in preceding clause (z) abovex), no Default or Event of Default would exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement), to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") each of whom shall be required to be reasonably acceptable to the Majority SMAAdministrative Agent, provided that provided, that: (i) at the time of any replacement pursuant to this Section 1.141.11, the Replaced Bank and the Replacement Bank shall enter into one or more Assignment Assign- ment and Assumption Agreements pursuant to Section 11.04(b) (and with all fees payable pursuant to said Section 11.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, Bank; and (ii) all obligations of the Borrower Borrowers owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, the recordation of the assignment on the Register by the Administrative Agent pursuant to Section 11.16 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the BorrowerBorrowers, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.08, 1.09, 3.04, 11.01 and 11.06), which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Term Loan Agreement (Sky Chefs Argentine Inc)

Replacement of Banks. If (x) The Borrower may, at any Bank becomes a Defaulting Bank time and so long as no Default or otherwise defaults in its obligations to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default has then exists andoccurred and is continuing, in replace any Bank that has requested additional amounts from the case Borrower under Section 2.12(d) or 8.03, or who has caused a suspension of a Bank described in clause (z) aboveits obligation to make Euro-Dollar Loans pursuant to Section 8.02, by written notice to such Bank has and the Agent given not withdrawn its request for more than thirty (30) days after any such compensation event and identifying one or changed its applicable lending office with more Persons each of which shall be reasonably acceptable to the effect of eliminating or substantially decreasing Agent (to each, a level which in "Replacement Bank," and collectively, the judgment of the Borrower is not material"Replacement Banks") such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA), provided that (i) the notice from the Borrower to the Replaced Bank and the Agent provided for hereinabove shall specify an effective date for such replacement (the "Replacement Effective Date"), which shall be at least 5 Business Days after such notice is give, (ii) as of the time of any replacement pursuant to this Section 1.14relevant Replacement Effect Date, the each Replacement Bank shall enter into one or more an Assignment Agreements and Acceptance with the Replaced Bank pursuant to Section 9.08 pursuant to which such Replacement Banks collectively shall acquire, in such proportion among them as they may agree with the Replacement Bank shall acquire Borrower and the Agent, all (but not less than all) of the Commitment Commitments and outstanding Loans of the Replaced Bank Bank, and, in connection therewith, shall pay to (x) the Replaced Bank Bank, as the purchase price in respect thereof thereof, an amount equal to the sum as of the Replacement Effective Date (without duplication) of (ay) an the unpaid principal amount equal to the principal of, and all accrued but unpaid interest on, on all outstanding Loans of the Replaced Bank and (bz) an amount equal to the Replaced Bank's ratable share of all accrued, accrued but theretofore unpaid, Fees unpaid fees owing to the Replaced Bank pursuant to Section 2.01hereunder, and (iiiii) all other obligations of the Borrower owing to the Replaced Bank under this Agreement (other than those specifically described in clause (iii) above in respect of which the assignment purchase price has been, or is concurrently being, paid) ), as a result of the actions required to be taken under this Section, shall be paid in full by the Borrower to such the Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery on or prior to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced BankEffective Date.

Appears in 1 contract

Samples: Credit Agreement (Culp Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) upon the occurrence of any Bank refuses event giving rise to give timely consent to proposed changesthe operation of Section 1.10(a)(ii) or (iii), waivers, discharges Section 1.10(c) or terminations Section 3.04 with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which results in the judgment of such Bank charging to the Borrower are material in amount and which are not otherwise requested generally by the other Banksincreased costs, the Borrower shall have the right, if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee banks or Transferees financial institutions, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAdministrative Agent (which acceptance shall not be unreasonably withheld or delayed), provided PROVIDED that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 11.04(b) (and with all fees payable pursuant to said Section 11.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and Bank, (bB) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all obligations (including, without limitation, all such amounts, if any, due and owing under Section 1.11) of the Borrower due and owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full fall to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced no Bank may be replaced pursuant to this Section 1.13 unless each other Bank which is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 Defaulting Bank or which is charging increased costs of the Nabisco Credit Agreement and replace such Bank type described above, as a Bank thereunderthe case may be, is replaced substantially concurrently pursuant to this Section. Upon the execution of the respective assignment documentationAssignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 6.13 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.15

Appears in 1 contract

Samples: Credit Agreement (Ceres Group Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank requests compensation pursuant to Section 5.01 or otherwise defaults in its obligations 5.06 hereof, or any Bank's obligation to make LoansEurodollar Loans shall be suspended pursuant to Section 5.01 or 5.03 hereof (any such Bank requesting such compensation, (y) any or whose obligations are so suspended, being herein called a "Requesting Bank"), the Company, upon three Business Days notice, may require that such Requesting Bank refuses to give timely consent to proposed changestransfer all of its right, waivers, discharges or terminations with respect to title and interest under this Agreement which have been approved by the Required Banks and such Requesting Bank's Notes to any bank or other financial institution (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Proposed Bank") with one or more other Eligible Transferee or Transferees (collectively, identified by the "Replacement Bank") reasonably acceptable Company that is satisfactory to the Majority SMA, provided that Administrative Agent in its reasonable determination (i) at the time of any replacement pursuant if such Proposed Bank agrees to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire assume all of the Commitment obligations of such Requesting Bank hereunder, and outstanding to purchase all of such Requesting Bank's Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount hereunder for consideration equal to the sum aggregate outstanding principal amount of (a) an amount equal such Requesting Bank's Loans, together with interest thereon to the principal ofdate of such purchase, and satisfactory arrangements are made for payment to such Requesting Bank of all accrued interest on, all outstanding Loans of the Replaced other amounts payable hereunder to such Requesting Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing on or prior to the Replaced Bank pursuant to date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 2.01, (ii) 5.05 hereof as if all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid such Requesting Bank's Loans were being prepaid in full to on such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (idate) and (ii) above andif such Requesting Bank has requested compensation pursuant to Section 5.01 or 5.06 hereof, such Proposed Bank's aggregate requested compensation, if so requested by the Replacement Bankany, delivery pursuant to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except said Section 5.01 or 5.06 with respect to indemnification such Requesting Bank's Loans is lower than that of the Requesting Bank. Subject to the provisions of Section 11.06(b) hereof, such Proposed Bank shall be a "Bank" for all purposes hereunder, provided that no such Proposed Bank shall as a result of such purchase hold more than 25% of the aggregate amount of the Commitments. Without prejudice to the survival of any other agreement of the Company hereunder the agreements of the Company contained in Sections 5.01, 5.06 and 11.03 hereof (without duplication of any payments made to such Requesting Bank by the Company or the Proposed Bank) shall survive for the benefit of such Requesting Bank under this Agreement, which shall survive as Section 5.07 with respect to the time prior to such Replaced Bank.replacement. 49 - 45 -

Appears in 1 contract

Samples: Credit Agreement (Washington Mutual Inc)

Replacement of Banks. If (x) If, in connection with any Bank becomes a Defaulting Bank proposed amendment, modification, termination or otherwise defaults in its obligations waiver to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to of the provisions of this Agreement which have been approved or the Notes as contemplated by the Required Banks or clauses (zi) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment through (xii) of the Borrower are material in amount and which are not otherwise requested generally by proviso of the other Banksfirst sentence of subsection 13.6A, the Borrower consent of Requisite Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Company shall have the right, if no Event so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (i) or (ii) below, to either (i) replace each such non-consenting Lender or Lenders pursuant to subsection 5.3 so long as at the time of Default such replacement, each such replacement Lender consents to the proposed amendment, modification, termination or waiver, or (ii) terminate such non-consenting Lender's Commitments, repay in full its outstanding Loans, Acceptances and all other amounts due hereunder in accordance with subsections 2.4A(v), 2.4A(vi) and 2.4A(vii); provided that unless the Commitments that are terminated and the Loans that are repaid pursuant to the preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then exists and, in the case of a Bank described in any action pursuant to the preceding clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectivelyii), the "Replacement Bank") reasonably acceptable Requisite Lenders (determined before giving effect to the Majority SMA, proposed action) shall specifically consent thereto; provided further that (i) at Company shall not have the time of right to terminate any replacement such non-consenting Lender's Commitment and repay in full its outstanding Loans pursuant to clause (ii) of this Section 1.14subsection 13.6B if, immediately after the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all termination of the Commitment and outstanding Loans of the Replaced Bank andsuch Lender's Commitments in accordance with subsection 2.4A(vi), in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal ofTranche A Domestic Loan Exposure of all Lenders would exceed the Tranche A Domestic Commitments of all Lenders, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal the Tranche A Canadian Loan Exposure of all Lenders would exceed the Tranche A Canadian Commitments of all Lenders, (c) the Tranche B Domestic Loan Exposure of all Lenders would exceed the Tranche B Domestic Commitments of all Lenders or (d) the Tranche B Canadian Loan Exposure of all Lenders would exceed the Tranche B Canadian Commitments of all Lenders; provided further that Company shall not have the right to all accrued, but theretofore unpaid, Fees owing replace a Lender solely as a result of the exercise of such Lender's rights (and the withholding of any required consent by such Lender) pursuant to the Replaced Bank pursuant to Section 2.01, (ii) all obligations second and third sentences of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.subsection 13.6A.

Appears in 1 contract

Samples: Credit Agreement (Safeway Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans-------------------- Bank, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in a material amount in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under as provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks13.12(b), the Borrower shall have the right, in accordance with Section 13.04(b), if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, or would exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be reasonably acceptable to the Majority SMAAdministrative Agent or, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all option of the Borrower, to replace only (a) the Revolving Loan Commitment (and outstanding Loans outstandings pursuant thereto) of the Replaced Bank andwith an identical Revolving Loan Commitment provided by the Replacement Bank or (b) in the case of a replacement as provided in Section 13.12(b) where the consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, in connection therewith, shall pay to (x) the Replaced Commitments and/or outstanding Loans of such Bank in respect thereof an amount equal to of each Tranche where the sum consent of (a) an amount equal to the principal ofsuch Bank would otherwise be individually required, and all accrued interest on, all outstanding with identical Commitments and/or Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested Tranche provided by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.; provided that: --------

Appears in 1 contract

Samples: Credit Agreement (Building One Services Corp)

Replacement of Banks. If (x) any Bank becomes a Defaulting shall (i) become affected by any of the changes or events described in Section 4.5, 5.1, 5.2, 5.3(b), or 5.4 above and such Bank shall petition the relevant Borrowers for any increased cost or otherwise defaults in its obligations to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks amounts thereunder or (zii) become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or such other Person having similar powers (any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default then exists andsuch Bank, in the case of either instance, being hereinafter referred to as a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank"), then in each such case, Conseco (on behalf of the Borrowers) with one or more other Eligible Transferee or Transferees may, upon at least five (collectively5) Business Days' notice to the Administrative Agent and such Replaced Bank, the designate a replacement bank (a "Replacement Bank") reasonably acceptable to the Majority SMAAdministrative Agent in its reasonable discretion, provided to which such Replaced Bank shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the relevant Borrowers and the Replaced Bank) of all amounts owed to such Replaced Bank under Section 4.5, 5.1, 5.2, 5.3(b), or 5.4 above, assign all (but not less than all) of its rights, obligations, Loans and Commitment hereunder and execute an Assignment Agreement with such Replacement Bank; provided, that all Liabilities (iexcept Liabilities which by the terms hereof survive the payment in full of the Loans and termination of this Agreement) at due and payable to the time Replaced Bank shall be paid in full as of the date of such assignment. Upon any replacement assignment by any Bank pursuant to this Section 1.145.8 becoming effective, the Replacement Bank shall enter into one or more Assignment Agreements pursuant thereupon be deemed to which the Replacement be a "Bank" for all purposes of this Agreement and such Replaced Bank shall acquire thereupon cease to be a "Bank" for all purposes of the Commitment this Agreement and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all have no further rights or obligations of the Borrower owing to the Replaced Bank hereunder (other than those specifically described in clause (i) above in respect pursuant to Sections 4.5, 5.1, 5.2, 5.5, 11.5 and 13.4, and Sections 7.1 and 7.2 of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to Conseco Guaranty while such Replaced Bank concurrently with such replacement was a Bank). Notwithstanding any Replaced Bank's failure or refusal to assign its rights, obligations and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit AgreementLoans under this Section 5.8, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute be a "Bank" for all purposes of this Agreement and the Replacement Bank hereunder, except with respect substituted therefor upon payment to indemnification provisions under the Replaced Bank by the Replacement Bank of all amounts set forth in this Agreement, which shall survive as to such Section 5.8 without any further action of the Replaced Bank.

Appears in 1 contract

Samples: Guaranty (Conseco Inc)

Replacement of Banks. If (x) any Bank (i) becomes a -------------------- Defaulting Bank or otherwise defaults in its obligations to make Loans, (yii) any Bank refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as (and to the extent) provided in Section 13.12(b), or (zy) upon the occurrence of any Bank is owed increased costs under event giving rise to the operation of Section 1.11 1.10(a)(ii) or (iii), Section 1.10(c) or Section 3.04 with respect to any Bank which results in the judgment of such Bank charging to the Borrower are material increased costs in amount and which are not otherwise requested excess of those being generally charged by the other Banks, the Borrower shall have the right, in accordance with the requirements of Section 13.04(b), if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, will exist immediately after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees reasonably acceptable to the Administrative Agent, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA), provided that (i) at the time of any -------- replacement pursuant to this Section 1.141.13, the Replaced Bank and the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and all of the outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a1) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank at such time and (b2) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, 2.01 and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above of this proviso in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bankreplacement.

Appears in 1 contract

Samples: Credit Agreement (Host Marriott Corp/Md)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) upon the occurrence of an event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or as (zand to the extent) any Bank is owed increased costs under provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks13.12(b), the Borrower shall have the right, if no Event of Default then exists and(or, in the case of a Bank described in preceding clause (z) above), no Event of Default will exist immediately after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement), to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be required to be reasonably acceptable to the Majority SMAAgent, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aI) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (II) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bIII) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, (y) the Issuing Bank an amount equal to such Replaced Bank's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank to such Issuing Bank and (z) the Swingline Bank an amount equal to such Replaced Bank's RL Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank to the Swingline Bank and (ii) all obligations of the Borrower due and owing to the Replaced Bank at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01), which shall survive as to such Replaced BankBank with respect to any liabilities incurred by such Replaced Bank relating to periods prior to the date such Replaced Bank ceased to be a Bank hereunder.

Appears in 1 contract

Samples: Credit Agreement (Atc Group Services Inc /De/)

Replacement of Banks. If any Bank (other than the Administrative Agent) (x) any Bank becomes a Defaulting Bank is owed increased costs under Section 1.10(a)(ii) or otherwise defaults (iii), Section 1.10(c), Section 2.06 or Section 4.04 materially in its obligations to make Loans, excess of those of the other Banks or (y) any Bank refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under as provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks13.12(b), the Borrower Company shall have the right, if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAdministrative Agent, provided that that: (i) at the time of any replacement pursuant to this Section 1.141.12, the Replacement Bank shall enter into one or more Assignment Agreements assignment agreements, in form and substance satisfactory to the Administrative Agent, pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01 hereof and (y) the appropriate Issuing Bank an amount equal to such Replaced Bank's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing), to the extent such amount was not theretofore funded by such Replaced Bank; and (ii) all obligations of the Borrower Company owing to the Replaced Bank (other than including, without limitation, such increased costs and excluding those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the BorrowerCompany, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification and clawback provisions under this Agreement, which shall survive as to such Replaced Bank. Notwithstanding anything to the contrary contained above, no Issuing Bank may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Bank (including the furnishing of a standby letter of credit in form and substance, and issued by an issuer satisfactory to such Issuing Bank or the furnishing of cash collateral in amounts and pursuant to arrangements satisfactory to such Issuing Bank) have been made with respect to such outstanding Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (American Italian Pasta Co)

Replacement of Banks. (i) If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansRevolving Loans or fund Unpaid Drawings, (yii) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in excess of those being generally charged by the other Banks or (iii) as provided in Section 13.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, in accordance with the requirements of Section 13.04(b), if no Default or Event of Default then exists and, in would exist after giving effect to the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costrespective replacement, to either replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Eligible Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be reasonably acceptable to the Majority SMAAgent; provided, provided that however, that: (iA) at the time of any replacement pursuant to this Section 1.141.13, the Replaced Bank and the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Revolving Loan Commitment and outstanding Revolving Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewiththere with, shall pay to (x1) the Replaced Bank in respect thereof an amount equal to the sum of (ax) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank Bank, (y) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bz) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01 and (2) BTCo an amount equal to such Replaced Bank's Adjusted Percentage (for this purpose, determined as if the adjustment described in clause (iiy) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank; and (B) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (iA) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (iA) and (iiB) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Revolving Note executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01 and 13.06), which shall survive (subject to Section 13.15) as to such Replaced Bank and (y) in the case of a replacement of a Defaulting Bank with a Non-Defaulting Bank, the Adjusted Percentages of the Banks shall be auto matically adjusted at such time to give effect to such replacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks). Any replacement of a Bank pursuant to this Section 1.13 shall not be deemed to be a waiver of any rights which the Borrower, the Agent or any other Bank shall have against the replaced Bank relating to events or occurrences occurring prior to the effective date of such assignment.

Appears in 1 contract

Samples: Credit Agreement (H-R Window Supply Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting (an "Affected Bank") -------------------- ------------- shall have (i) failed to fund any Loan that such Bank or otherwise defaults in its obligations is obligated to make Loansfund hereunder and such failure has not been cured, (yii) any requested compensation from Borrower under Sections 2.16 or 2.20 to recover costs or taxes incurred by such ------------- ---- Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested being incurred generally by the other Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (ziii) above, given notice pursuant to Sections 2.15 or 2.17 that such Bank has suspended Borrower's ------------- ---- right to elect LIBOR Rate Loans from such Bank for reasons not withdrawn its request generally applicable to the other Banks or (iv) failed to approve the recommended Borrowing Base of the Required Banks, then, in any such case and in addition to any other rights or remedies available to Borrower, Borrower may give written notice to such Affected Bank of the occurrence of an event set forth in subsections (i), (ii), (iii) or (iv) of this Section 2.23, and during the sixty ------------ (60) day period following such notice, Borrower may make written demand on such Affected Bank (with a copy to the Agent and each other Bank), for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (Affected Bank to a level which in the judgment of the Borrower is not material) such increased cost, assign to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees financial institutions (collectively, the a "Replacement Bank") reasonably acceptable to the Majority SMA, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on), all outstanding Loans ---------------- of the Replaced Bank such Affected Bank's rights and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco under this Credit Agreement and replace the other Loan Documents (including such Bank as a Bank thereunder. Upon the execution of the respective Affected Bank's Commitment and all Loans owing to such Affected Bank), provided, such assignment documentation, the payment of amounts referred to shall be -------- consummated in clauses (i) accordance with and (ii) above and, if so requested by the Replacement Bank, delivery shall be subject to the Replacement Bank terms of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder Sections -------- 2.18 and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank9.

Appears in 1 contract

Samples: Credit Agreement (Barrett Resources Corp)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank requests compensation pursuant to Section 5.01, or otherwise defaults in its obligations such Bank's obligation to make Loansor continue, (y) or to convert Loans of any other type into, any type of Eurodollar Loan shall be suspended pursuant to Section 5.02 or 5.03, or if an event occurs that entitles such Bank refuses to give timely consent make a claim pursuant to proposed changesSection 4.07, waiversthe Obligors' Representative, discharges or terminations with respect upon three Business Days' notice to the Administrative Agent and such Bank, may require that such Bank transfer all of its right, title and interest under this Agreement which have been approved and such Bank's Notes to any bank or financial institution identified by the Required Banks or Obligors' Representative with the consent of the Administrative Agent (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which consent shall not be unreasonably withheld), such assignment to be made pursuant to an Assignment and Acceptance Agreement substantially in the judgment form of the Borrower are material in amount Exhibit H hereto (an "Assignment and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, Acceptance") (a) if no Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (proposed transferee agrees to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire assume all of the Commitment and outstanding Loans obligations of the Replaced such Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount for consideration equal to the sum outstanding principal amount of (a) an amount equal such Bank's Loans, together with interest thereon to the principal ofdate of such transfer, and satisfactory arrangements are made for payment to such Bank of all other amounts payable hereunder to such Bank on or prior to the date of such transfer (including the amounts so requested pursuant to Section 5.01 or so entitled to be claimed pursuant to Section 4.07, any fees accrued interest on, hereunder and any amounts that would be payable under Section 5.05 as if all outstanding of such Bank's Loans of the Replaced Bank were being prepaid in full on such date) and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced if such Bank being replaced has requested compensation pursuant to Section 2.015.01 or is entitled to make a claim pursuant to Section 4.07, (ii) all obligations of the Borrower owing such proposed transferee's aggregate requested compensation, if any, pursuant to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has beenSection 5.01, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above andamounts, if so requested any, entitled to be claimed by the Replacement Banksuch proposed transferee pursuant to Section 4.07, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions such replaced Bank's Loans would be lower than that of the Bank replaced. Without prejudice to the survival of any other agreement of the Obligors hereunder, the agreements of the Obligors contained in Sections 4.07, 5.01 and 12.03 (without duplication of any payments made to such Bank by the Obligors or the proposed transferee) shall survive for the benefit of any Bank replaced under this Agreement, which shall survive as Section 5.06 with respect to the time prior to such Replaced Bankreplacement.

Appears in 1 contract

Samples: Credit Agreement (Cablevisions System Corp /Ny)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansBank, (y) upon the occurrence of any event giving rise to the operation of Section 1.10 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under as provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks12.12(b), the Borrower shall have the right, if no payment Default, or Event of Default Default, then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Eligible Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAAdministrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Bank and (z) the Swingline Bank an amount equal to such Replaced Bank’s Percentage of any such Loan pursuant to Section 1.01(c) to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations (including all such amounts, if any, due and owing under Section 1.11) of the Borrower due and owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 7.12 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank and (y) Schedule 1.13 hereto shall be deemed modified to reflect the changed Revolving Loan Commitments resulting from the assignment from the Replaced Bank to the Replacement Bank.

Appears in 1 contract

Samples: Credit Agreement (Nutraceutical International Corp)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansBank, (y) upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii) or (iii), Section 1.11(c), Section 2.05 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs in excess of those being generally charged by the other Banks or becoming incapable of making Eurodollar Loans, or (z) as provided in Section 13.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Default or Event of Default then exists and, in will exist immediately after giving effect to the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costrespective replacement, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Eligible Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement, reasonably acceptable to the Administrative Agent (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, ”); provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans of, and in each case where a Replacement Bank becomes a Revolving Loan Bank participations in Letters of Credit and Swingline Loans by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings and Swingline Loans that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time, and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01 and (y) DBTCA an amount equal to such Replaced Bank’s Adjusted Revolving Loan Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) or Swingline Loans to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing under Section 1.12) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and and, unless the respective Replaced Bank continues to have outstanding Tranche B-1 Term Loans hereunder, the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.11, 1.12, 2.05, 4.04, 13.01 and 13.06) and the other Credit Documents, which shall survive as to such Replaced BankBank and (y) the Adjusted Revolving Loan Percentages or Adjusted Second Draw Tranche B-1 Term Loan Percentages, as applicable, of the Banks shall be automatically adjusted at such time to give effect to such replacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks).

Appears in 1 contract

Samples: Credit Agreement (Coinmach Service Corp)

Replacement of Banks. If (x) the Borrower is required pursuant to Section 2.07(c), 2.11 or 2.12 to make any additional payment to any Bank becomes a Defaulting Bank or otherwise defaults in its obligations if any Bank's obligation to make Loansor continue, or to convert Reference Advances into, Eurodollar Advances shall be suspended pursuant to 2.02(c)(ii) or 2.04(c) (y) any Bank refuses so affected, an "Affected Bank "), the Borrower may elect, if such amounts continue to give timely consent be charged or such suspension is still effective, to proposed changes, waivers, discharges or terminations with respect replace such Affected Bank as a Bank party to this Agreement Agreement, provided that (a) no Default or Event of Default shall have occurred and be continuing at the time of such replacement; (b) such replacement shall be at the Borrower's sole expense and effort, including the payment of the administrative fee referenced in Section 9.06(a); (c) concurrently with such replacement, another bank or other entity (which have been approved by entity shall be an Eligible Assignee) shall agree, as of such date, to purchase for cash the Required Banks or (z) any Advances and other Obligations due to the Affected Bank is owed increased costs under Section 1.11 or Section 3.04 which pursuant to an assignment substantially in the judgment form of Exhibit A and to become a Bank for all purposes under this Agreement and to assume all obligations of the Borrower are material in amount Affected Bank which as to the Affected Bank shall be terminated as of such date and which are not otherwise requested generally by to comply with the other Banksrequirements of Section 9.06 applicable to assignments; and (d) concurrently with such replacement, the Borrower shall have pay to such Affected Bank in same day funds on the rightday of such replacement all interest, if no Event fees and other amounts then accrued but unpaid to such Affected Bank by the Borrower hereunder to and including the date of Default then exists andtermination, in the case including without limitation payments due to such Affected Bank under Sections 2.07(c), 2.11 and 2.12. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a Bank described in clause (z) above, waiver by such Bank has not withdrawn its request for such compensation or changed its applicable lending office with Issuing Bank, as applicable, or otherwise, the effect of eliminating or substantially decreasing (to a level which in the judgment of circumstances entitling the Borrower is not material) to require such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all of the Commitment assignment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall delegation cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bankapply.

Appears in 1 contract

Samples: Credit Agreement (Holly Energy Partners Lp)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank requests compensation pursuant to Section 5.01 or otherwise defaults in its obligations 5.06, or such Bank's obligation to make Loansor continue, (y) or to convert Loans of any other type into, any type of Eurodollar Loan shall be suspended pursuant to Section 5.02 or 5.03, or if an event occurs that entitles such Bank refuses to give timely consent make a claim pursuant to proposed changesSection 4.08, waiversthe Company, discharges or terminations with respect upon three Business Days' notice to the Administrative Agent and such Bank, may require that such Bank transfer all of its right, title and interest under this Agreement which have been approved and such Bank's Note issued hereunder to any bank or financial institution identified by the Required Banks or Company with the consent of the Administrative Agent (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which consent shall not be unreasonably withheld), such assignment to be made pursuant to an Assignment and Acceptance Agreement substantially in the judgment form of the Borrower are material in amount EXHIBIT G hereto (an "Assignment and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced BankAcceptance") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank"a) reasonably acceptable if such proposed transferee agrees to the Majority SMA, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire assume all of the Commitment and outstanding Loans obligations of the Replaced such Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount hereunder for consideration equal to the sum aggregate outstanding principal amount of (a) an amount equal such Bank's Loans, together with interest thereon to the principal ofdate of such transfer, and satisfactory arrangements are made for payment to such Bank of all other amounts payable hereunder to such Bank on or prior to the date of such transfer (including the amounts so requested pursuant to Section 5.01 or 5.06 or so entitled to be claimed pursuant to Section 4.08, any fees accrued interest on, hereunder and any amounts that would be payable under Section 5.05 as if all outstanding of such Bank's Loans of the Replaced Bank were being prepaid in full on such date) and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced if such Bank being replaced has requested compensation pursuant to Section 2.015.01 or 5.06 or is entitled to make a claim pursuant to Section 4.08, (ii) all obligations of the Borrower owing such proposed transferee's aggregate requested compensation, if any, pursuant to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has beenSection 5.01 or 5.06, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above andamounts, if so requested any, entitled to be claimed by the Replacement Banksuch proposed transferee pursuant to Section 4.08, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions such replaced Bank's Loans would be lower than that of the Bank replaced. Without prejudice to the survival of any other agreement of the Company hereunder, the agreements of the Company contained in Sections 4.08, 5.01, 5.06, 12.03 and 12.04 (without duplication of any payments made to such Bank by the Company or the proposed transferee) shall survive for the benefit of any Bank replaced under this Agreement, which shall survive as Section 5.07 with respect to the time prior to such Replaced Bankreplacement.

Appears in 1 contract

Samples: Credit Agreement (CSC Holdings Inc)

Replacement of Banks. If (x) any Bank (i) becomes a --------------------- Defaulting Bank or otherwise defaults in its obligations to make Loans, Loans or fund Unpaid Drawings or (yii) any Bank refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 13.12(b) or (zy) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank is owed which results in such Bank charging to the Borrower increased costs under Section 1.11 or Section 3.04 which in the judgment excess of the Borrower are material in amount and which are not otherwise requested those being generally charged by the other Banks, the Borrower shall have the right, in accordance with the requirements of Section 13.04(b), if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, will exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") ), reasonably acceptable to the Majority SMAAdministrative Agent, provided that (i) at the time of any replacement -------- pursuant to this Section 1.141.13, the Replaced Bank and the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and all of the outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a1) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank together with all then unpaid interest with respect thereto at such time, (2) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (b3) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, 3.01 and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bankreplacement.

Appears in 1 contract

Samples: Credit Agreement (Extended Stay America Inc)

Replacement of Banks. If Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii) or (x) iii), Section 1.11(c), Section 1.11(d), Section 2.05 or Section 4.04 with respect to any Bank becomes a Defaulting which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or otherwise defaults in its obligations to make Loans, (y) any as provided in Section 12.12(b) in the case of certain refusals by a Bank refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (zx) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee Assignee or Transferees Assignees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, Administrative Agent and each Letter of Credit Issuer; provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01 and (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the an appropriate Note executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.11, 1.12, 2.05, 4.04 and, 12.01), which shall survive as to such Replaced BankBank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.

Appears in 1 contract

Samples: Credit Agreement (Ametek Inc/)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans (or, in the case of the replacement of only (a) the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding Revolving Loans and participations in Letter of Credit Outstandings and/or (b) Term Loans, the outstanding Term Loans) of, and in each case (except for the replacement of only the outstanding Term Loans of the respective Bank) participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans (or of the Loans of the respective Tranche or Tranches being replaced) of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings (unless there are no Unpaid Drawings with respect to the Tranche being replaced) that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank (but only with respect to the relevant Tranche, in the case of the replacement of less than all Tranches of Loans then held by the respective Replaced Bank) pursuant to Section 2.013.01, (y) except in the case of the replacement of only the outstanding Term Loans of a Replaced Bank, each Letter of Credit Issuer an amount equal to such Replaced Bank's Adjusted RL Percentage of any Unpaid Drawing relating to Letters of Credit issued by such Letter of Credit Issuer (which at such time remains an Unpaid Drawing) to the ex tent such amount was not theretofore funded by such Replaced Bank and (z) in the case of any replacement of Revolving Loan Commitments, BTCo an amount equal to such Replaced Bank's Adjusted RL Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank; and (ii) all obligations of the Borrower then owing to the Replaced Bank (other than those (a) specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing under Section 1.11 or (b) relating to any Tranche of Loans and/or Commitments of the respective Replaced Bank which will remain outstanding after giving effect to the respective replacement) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, recordation of the assignment on the Register by the Agent pursuant to Section 13.17 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and and, unless the respective Replaced Bank continues to have outstanding Term Loans or a Revolving Loan Commitment hereunder, the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01 and 13.06), which shall survive as to such Replaced BankBank and (y) except in the case of the replacement of only outstanding Term Loans, the Adjusted RL Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.

Appears in 1 contract

Samples: Credit Agreement (Alliance Imaging of Michigan Inc)

Replacement of Banks. If Upon the occurrence of any event giving rise to the operation of Section 9.1(a) or (xc), 9.3 or 9.6 (a) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed which results in such Bank charging to the Borrower increased costs under Section 1.11 or Section 3.04 which in the judgment excess of the Borrower are material in amount and which are not otherwise requested those being generally charged by the other Banks, the Borrower shall have the right, if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costexists, to replace such Bank (the "Replaced BankREPLACED BANK") with one or more other Eligible Transferee or Transferees lending institutions (collectively, the "Replacement BankREPLACEMENT BANK") reasonably acceptable to the Majority SMA, provided Administrative Agent; PROVIDED that (i) at the time of any replacement pursuant to this Section 1.149.8, the Replacement Bank shall enter into one or more Assignment and Acceptance Agreements pursuant to Section 11.10(b) (and with all fees payable pursuant to said Section 11.10(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment (if any) and outstanding Loans Advances of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans Advances of the Replaced Bank Bank, and (b) an amount equal to all accrued, but theretofore unpaid, Commitment Fees owing to the Replaced Bank pursuant to Section 2.012.11(a), and (ii) all obligations (including, without limitation, all such amounts, if any, owing under Section 9.5) of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Acceptance Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Amerus Life Holdings Inc)

Replacement of Banks. (a) If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (yb) upon the occurrence of an event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c) or Section 3.04 with respect to any Bank refuses which results in such Bank charging to give timely the Borrower increased costs materially in excess of those being generally charged by the other Banks or (c) in the case of a refusal by a Bank to consent to one or more proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or as (zand to the extent) any Bank is owed increased costs under provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks12.12(b), the Borrower shall have the right, if no Default or Event of Default then exists and(or, in the case of a Bank described in preceding clause (z) abovec), no Default or Event of Default will exist immediately after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement), to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferees (it being acknowledged that the Replaced Bank shall be under no obligation to identify or secure the commitment of such Eligible Transferee or Transferees assist in identifying or securing the commitment of such Eligible Transferee), none of whom shall constitute a Defaulting Bank at the time of such replacement and each of whom shall be reasonably acceptable to the Administrative Agent (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA), provided that (i1) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (ai) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (bii) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01Bank, and (ii2) all obligations of the Borrower due and owing to the Replaced Bank at such time (other than those specifically described in clause (i1) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreement, the payment of amounts referred to in clauses (i1) and (ii2) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 3.04, 11.06 and 12.01), which shall survive as to such Replaced Bank. Replacements pursuant to this Section 1.13 shall only be effected by assignments which otherwise meet the applicable requirements of Section 12.04(b).

Appears in 1 contract

Samples: Credit Agreement (Omniquip International Inc)

Replacement of Banks. If In the event that (xa) any Bank makes a demand for payment under Section 2.07(b) or Section 2.12, (b) the Borrower is required to make any payment in respect of Taxes or Other Taxes pursuant to Section 2.15 or (c) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other BanksBank, the Borrower shall have may within ninety (90) days of the rightapplicable event, if no Event of Default then exists andexists, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank with another commercial bank, financial institution or other Person in accordance with all of the provisions of Section 10.06(a) (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMAincluding execution of an appropriate Assignment), provided that (i) at all obligations of such Bank to lend hereunder shall be terminated and the time of any replacement pursuant Advances payable to this Section 1.14, the Replacement such Bank shall enter into one or more Assignment Agreements pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all other obligations owed to such Bank hereunder shall be purchased in full without recourse at par plus accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal at or prior to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01such replacement, (ii) all obligations of the Borrower owing such replacement shall be reasonably satisfactory to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has beenAdministrative Agent, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that if such Replaced replacement bank is not already a Bank is a party to the Nabisco Credit Agreementhereunder, the Borrower (and, for avoidance of doubt, not the replacement bank) shall also take pay to the actions specified Administrative Agent an assignment fee of $3,500 in Section 1.14 of connection with such replacement, (iv) such replacement shall, from and after such replacement, be deemed for all purposes to be a “Bank” hereunder with a Commitment in the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution amount of the respective assignment documentationCommitment of the assigning Bank immediately prior to such replacement (plus, if such replacement bank is already a Bank prior to such replacement, the payment respective Commitment of amounts referred such Bank prior to in clauses (i) such replacement), as such amount may be changed from time to time pursuant hereto, and shall have all of the rights, duties and obligations hereunder of the Bank being replaced, and (iiv) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed such other actions shall be taken by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank.40 122723226_17

Appears in 1 contract

Samples: Credit Agreement (Brinker International, Inc)

Replacement of Banks. If (x) The Borrower may, at any Bank becomes a Defaulting Bank time and so long as no Default or otherwise defaults in its obligations to make Loans, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default has then exists andoccurred and is continuing, in replace any Bank that has requested additional amounts from the case Borrower under Section 2.12(d) or 8.03, or who has caused a suspension of a Bank described in clause (z) aboveits obligation to make Euro-Dollar Loans or Foreign Currency Loans pursuant to Section 8.02, by written notice to such Bank has and the Agent given not withdrawn its request for more than thirty (30) days after any such compensation event and identifying one or changed its applicable lending office with more Persons each of which shall be reasonably acceptable to the effect of eliminating or substantially decreasing Agent (to each, a level which in "Replacement Bank," and collectively, the judgment of the Borrower is not material"Replacement Banks") such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") reasonably acceptable to the Majority SMA), provided that (i) the notice from the Borrower to the Replaced Bank and the Agent provided for hereinabove shall specify an effective date for such replacement (the "Replacement Effective Date"), which shall be at least 5 Business Days after such notice is give, (ii) as of the time of any replacement pursuant to this Section 1.14relevant Replacement Effect Date, the each Replacement Bank shall enter into one or more an Assignment Agreements and Acceptance with the Replaced Bank pursuant to Section 9.08 pursuant to which such Replacement Banks collectively shall acquire, in such proportion among them as they may agree with the Replacement Bank shall acquire Borrower and the Agent, all (but not less than all) of the Commitment Commitments and outstanding Loans of the Replaced Bank Bank, and, in connection therewith, shall pay to (x) the Replaced Bank Bank, as the purchase price in respect thereof thereof, an amount equal to the sum as of the Replacement Effective Date (without duplication) of (ay) an the unpaid principal amount equal to the principal of, and all accrued but unpaid interest on, on all outstanding Loans of the Replaced Bank and (bz) an amount equal to the Replaced Bank's ratable share of all accrued, accrued but theretofore unpaid, Fees unpaid fees owing to the Replaced Bank pursuant to Section 2.01hereunder, and (iiiii) all other obligations of the Borrower owing to the Replaced Bank under this Agreement (other than those specifically described in clause (iii) above in respect of which the assignment purchase price has been, or is concurrently being, paid) ), as a result of the actions required to be taken under this Section, shall be paid in full by the Borrower to such the Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery on or prior to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced BankEffective Date.

Appears in 1 contract

Samples: Credit Agreement (Culp Inc)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansBank, (y) upon the occurrence of any event (other than an event affecting only Local Currency Loans) giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank refuses which results in such Bank charging to give timely the Company or any other Borrower increased costs in excess of those being generally charged by the other Banks having Loans to the same Borrower or (z) in the case of a refusal by a Bank to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or (z) any Bank is owed increased costs under as provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks12.12(b), the Borrower Company shall have the right, if no Default or Event of Default then exists andor, in the case of a Bank described in clause (z) above, would exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Eligible Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be reasonably acceptable to the Majority SMA, Administrative Agent; provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and outstanding Loans (other than outstanding Local Currency Loans) of, and in each case participations in Letters of Credit and Swingline Loans by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans (other than outstanding Local Currency Loans) of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, (y) the Letter of Credit Issuer an amount equal to such Replaced Bank's Revolving Percentage of any Unpaid Drawing (or, with respect to Local Letters of Credit, the U.S. Dollar Amount of such Unpaid Drawing) relating to a Letter of Credit (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank and (z) the Administrative Agent an amount equal to such Replaced Bank's Revolving Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower Borrowers owing to the Replaced Bank (other than (A) those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paidpaid and (B) any outstanding Local Currency Loans of the Replaced Bank, which shall remain with the Replaced Bank and be paid when due by the applicable Borrowers) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 12.04 (c) and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrowerapplicable Borrowers, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement and any outstanding Local Currency Loans held by the Replaced Bank, which shall survive as to such Replaced BankBank on the terms specified herein.

Appears in 1 contract

Samples: Credit Agreement (Fisher Scientific International Inc)

Replacement of Banks. If (x) any Bank becomes shall (a) become a Defaulting Bank or otherwise defaults more than two (2) times in a period of twelve (12) consecutive months, (b) continue as a Defaulting Bank for more than five (5) Business Days at any time, (c) suspend its obligations obligation to make Loansor maintain LIBOR Loans pursuant to Subparagraph 2.10(b) for a reason which is not applicable to the Banks (or a material number of the Banks) generally, (y) any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (zd) demand any Bank is owed increased costs payment under Section 1.11 Subparagraph 2.10(c), 2.10(d) or Section 3.04 2.11 (a) for a reason which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not materialapplicable to the Banks (or a material number of Banks) such increased costgenerally, to then Administrative Agent may (or upon the written request of Borrower or Agents, shall) replace such Bank (the "Replaced affected Bank") ), or cause such affected Bank to be replaced, with one or more other Eligible Transferee or Transferees another bank (collectively, the "Replacement Bankreplacement bank") reasonably acceptable satisfying the requirements of an Assignee Bank under Subparagraph 8.05(c), by having the affected Bank sell and assign all of its rights and obligations under this Agreement and the other Credit Documents to the Majority SMA, provided that (i) at the time of any replacement bank pursuant to this Section 1.14Subparagraph 8.05(c); provided, however, that if Borrower seeks to exercise such right, it must do so within one hundred twenty (120) days after it first knows or should have known of the Replacement occurrence of the event or events giving rise to such right, and neither Administrative Agent nor any Agent nor any Bank shall enter into one have any obligation to identify or more Assignment Agreements locate a replacement bank for Borrower. Upon receipt by any affected Bank of a written notice from Administrative Agent stating that Administrative Agent is exercising the replacement right set forth in this Paragraph 2.14, such affected Bank shall sell and assign all of its rights and obligations under this Agreement and the other Credit Documents to the replacement bank pursuant to which the Replacement Bank shall acquire all of the Commitment an Assignment Agreement and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to Subparagraph 8.05 (xc) the Replaced Bank in respect thereof an amount for a purchase price equal to the sum of (a) an amount equal to the principal ofamount of the affected Bank's Revolving Loans so sold and assigned, and all accrued and unpaid interest on, thereon and its ratable share of all outstanding Loans of the Replaced Bank and (b) an amount equal fees to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or it is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bankentitled.

Appears in 1 contract

Samples: Credit Agreement (Quantum Corp /De/)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Revolving Loans, or (y) any Bank refuses upon the occurrence of an event giving rise to give timely consent to proposed changesthe operation of Section 1.10(a)(ii) or (iii), waiversSection 1.10(c), discharges Section 2.06 or terminations Section 4.04 with respect to this Agreement which have been approved by the Required Banks or (z) any Bank which results in such Bank charging, or giving notice that it is owed entitled to charge, to the Borrower increased costs under Section 1.11 or Section 3.04 which in the judgment excess of the Borrower are material in amount and which are not otherwise requested those being generally charged by the other Banks, the Borrower shall have the right, if no Default or Event of Default then exists and, in the case of a Bank described in clause (z) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be required to be reasonably acceptable to the Majority SMAAdministrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.141.12, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 15.04(b) (and with all fees payable pursuant to said Section 15.04(b) (other than fees incurred by or for the account of the Defaulting Bank in any capacity hereunder) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the entire Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (aI) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank Bank, (II) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bIII) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, and (y) each Issuing Bank an amount equal to such Replaced Bank's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank to such Issuing Bank and (ii) all obligations of the Borrower due and owing to the Replaced Bank at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.06, 13.03 and 15.01), which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (Pool Energy Services Co)

Replacement of Banks. If Upon the occurrence of an event giving rise to the operation of Section 1.08(a)(ii) or (xiii), Section 1.08(c) or Section 3.04 with respect to any Bank becomes a Defaulting which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or otherwise defaults in its obligations to make Loans, (y) any in the case of certain refusals by a Bank refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or as (zand to the extent) any Bank is owed increased costs under provided in Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks11.12(b), the Borrower shall have the right, if no Default under Section 10.01 or 10.05 and no Event of Default then exists and(or, in the case of a Bank described in preceding clause (z) abovey), no Default under Section 10.01 or 10.05 and no Event of Default will exist immediately after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement), to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees (collectively, the "Replacement Bank") and each of whom shall be required to be reasonably acceptable to the Majority SMAAdministrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.141.11, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 11.04(b) (and with all fees payable pursuant to said Section 11.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all obligations of the Borrower due and owing to the Replaced Bank at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunderreplacement. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 11.15 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this AgreementAgreement (including, without limitation, Sections 1.08, 1.09, 3.04, 10.06 and 11.01), which shall survive as to such Replaced Bank. It is understood and agreed that replacements pursuant to this Section 1.11 shall be effected by means of assignments which otherwise meet the applicable requirements of Section 11.04(b).

Appears in 1 contract

Samples: Term Loan Agreement (Alpine Group Inc /De/)

Replacement of Banks. If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) shall become affected by any Bank refuses to give timely consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (z) any Bank is owed increased costs under Section 1.11 or Section 3.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested generally by the other Banks, the Borrower shall have the right, if no Event of Default then exists and, in the case of a Bank changes or events described in clause Section 5.1, 5.2 or 5.4 (z) above, any such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (being hereinafter referred to as a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the "Replaced Bank") with one and shall petition the Borrower for any increased cost or more other Eligible Transferee or Transferees (collectivelyamounts thereunder, then in such case, the Borrower may, upon at least five (5) Business Days' notice to the Administrative Agent and such Replaced Bank, designate a replacement lender (a "Replacement Bank") reasonably acceptable to the Majority SMAAdministrative Agent in its reasonable discretion, provided to which such Replaced Bank shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Borrower and the Replaced Bank) of all amounts owed to such Replaced Bank under Section 5.1 or 5.2, assign all (but not less than all) of its rights, obligations, Loans and Commitment hereunder; provided, that all Liabilities (iexcept Liabilities which by the terms hereof survive the payment in full of the Loans and termination of this Agreement) at due and payable to the time Replaced Bank shall be paid in full as of the date of such assignment. Upon any replacement assignment by any Bank pursuant to this Section 1.145.8 becoming effective, the Replacement Bank shall enter into one or more Assignment Agreements pursuant thereupon be deemed to which the Replacement be a "Bank" for all purposes of this Agreement and such Replaced Bank shall acquire thereupon cease to be a "Bank" for all purposes of the Commitment this Agreement and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank and (b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.01, (ii) all have no further rights or obligations of the Borrower owing to the Replaced Bank hereunder (other than those specifically described in clause (i) above in respect of which the assignment purchase price has beenpursuant to Sections 5.1, or is concurrently being5.2, paid) shall be paid in full to 15.4 and 15.5 while such Replaced Bank concurrently with such replacement was a Bank). 37 Notwithstanding any Replaced Bank's failure or refusal to assign its rights, obligations, Loans and (iii) in the event that such Replaced Bank is a party to the Nabisco Credit AgreementCommitment under this Section 5.8, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute be a "Bank" for all purposes of this Agreement and the Replacement Bank hereunder, except with respect substituted therefor upon payment to indemnification provisions under the Replaced Bank by the Replacement Bank of all amounts set forth in this Agreement, which shall survive as to such Section 5.8 without any further action of the Replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (Conseco Inc)

Replacement of Banks. (i) If (x) any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make LoansLoans or fund Unpaid Drawings, (yii) if any Bank refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12 or (ziii) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank is owed which results in such Bank charging to the Borrower increased costs under Section 1.11 or Section 3.04 which in the judgment excess of the Borrower are material in amount and which are not otherwise requested those being generally charged by the other Banks, the Borrower shall have the right, in accordance with the requirements of Section 12.04(b), if no Event of Default then exists and, in the case of a Bank described in clause (z) above, will exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased costreplacement, to replace such Bank (the "Replaced Bank") with one or more other an Eligible Transferee or Transferees Transferees, none of which shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") ), reasonably acceptable to the Majority SMA, Agent and the Letter of Credit Issuer provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with the assignment fee payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding Revolving Loans of, and in each case participations in Swingline Loans and Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) to the Replaced Bank in respect thereof an amount equal to the sum of (aA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (bC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 2.013.01, (y) to the Letter of Credit Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank and (z) to BTCo an amount equal to such Replaced Bank's Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement and replacement. (iiib) in the event that such Replaced Bank is a party to the Nabisco Credit Agreement, the Borrower shall also take the actions specified in Section 1.14 of the Nabisco Credit Agreement and replace such Bank as a Bank thereunder. Upon the execution of the respective assignment documentationAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above of Section 1.13(a) and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions applicable to the Replaced Bank under this AgreementAgreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 12.01 and 12.06), which shall survive as to such Replaced Bank.

Appears in 1 contract

Samples: Credit Agreement (Us Office Products Co)

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