Replacement of Banks. (x) If any Bank becomes a Defaulting Bank, -------------------- (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (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. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 and, if 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. (x) If any Bank becomes a Defaulting Bank, -------------------- (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements requests compensation pursuant to Section 12.04(b5.01 or 5.05 hereof, or any Bank's obligation to make Loans of any Type or denominated in any Currency shall be suspended pursuant to Section 5.01 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, being herein called a "REQUESTING BANK"), any Borrower, upon three Business Days' notice to the Administrative Agent, may require that such Requesting Bank transfer all of its right, title and interest under this Agreement to any bank or other financial institution identified by such Borrower that is satisfactory to the Administrative Agent in its reasonable determination (a) if such bank or other financial institution (a "PROPOSED BANK") agrees to assume all of the obligations of such Requesting Bank hereunder, and to purchase all of such Requesting Bank's Loans hereunder for consideration equal to the aggregate outstanding principal amount of such Requesting Bank's Loans, together with all fees payable interest thereon to the date of such purchase and (b) if such Requesting Bank has requested compensation pursuant to Section 5.01 or 5.05 hereof, such Proposed Bank's aggregate requested compensation, if any, pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (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) 5.01 or 5.05 with respect to a Letter such Requesting Bank's Loans is lower than that of Credit issued by it the Requesting Bank. Subject to the extent provisions of Section 12.05(b) hereof, such amount was not theretofore funded by such Replaced Proposed Bank shall be a "Bank" for all purposes hereunder. Without prejudice to the survival of any other agreement of the Borrowers hereunder the agreements of the Borrowers contained in Sections 5.01, 5.05 and 12.03 (z) BTCo an amount equal without duplication of any payments made to such Replaced Requesting Bank by the Borrowers or the Proposed 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 survive for the benefit of such Replaced Requesting Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to under this 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 5.06 with respect to indemnification provisions under this Agreement, which shall survive as the time prior 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 Bankreplacement.
Appears in 1 contract
Samples: Credit Agreement (Xl Capital LTD)
Replacement of Banks. (x) If any Bank becomes a Defaulting requests compensation pursuant to Section 5.01 or 5.06 hereof, or any Bank, -------------------- 's obligation to make Eurodollar Loans shall be suspended pursuant to Section 5.01 or 5.03 hereof (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those requesting such compensation, or whose obligations are so suspended, being generally charged by the other Banks or (z) in the case of herein called a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b"Requesting Bank"), the Borrower shall have the Company, upon three Business Days notice, may require that such Requesting Bank transfer all of its right, if no payment Default, title and interest under this Agreement and such Requesting Bank's Notes to any bank or Event of Default, then exists, to replace such Bank other financial institution (the a "Replaced Proposed Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at identified by the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable Company that is satisfactory to the Agent, provided that Administrative Agent in its reasonable determination (i) at if such Proposed Bank agrees to assume all of the time obligations of any replacement pursuant to this Section -------- 1.13, the Replacement such Requesting 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 the Revolving Loan Commitment and outstanding Revolving Loans ofhereunder, and participations in Letters to purchase all of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount such Requesting Bank's Loans hereunder for consideration equal to the sum aggregate outstanding principal amount of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced such Requesting Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank's Loans, 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 thereon to the Replaced Bank pursuant to Section 3.01date of such purchase, (y) the respective Letter of Credit Issuer an amount equal and satisfactory arrangements are made for payment to such Replaced Requesting Bank of all other amounts payable hereunder to such Requesting Bank on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 5.05 hereof as if all of such Requesting 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 Loans were being prepaid in full to on such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (idate) and (ii) above, recordation of the assignment on the Register by the Agent if such Requesting Bank has requested compensation pursuant to Section 7.12 and5.01 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 said Section 5.01 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 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 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.replacement. 49 - 45 -
Appears in 1 contract
Replacement of Banks. Within thirty (x30) If days after (a) any Bank becomes a Defaulting Bankhad demanded compensation from the Borrower pursuant to Sections 5.7 or 5.8 hereof, -------------------- (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 b) there shall have occurred a change in law with respect to any Bank as a consequence of which results in it shall have become unlawful for such Bank charging to make a LIBOR Rate Loan on any Drawdown Date, as described in Section 5.6 hereof (any such Bank described in the Borrower increased costs in excess of those being generally charged by the other Banks foregoing clauses (a) or (zb) in the case of a refusal by a Bank is hereinafter referred to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(ban "Affected Bank"), the Borrower shall have may request that the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement Banks (collectively, the "Replacement BankNon-Affected Banks") acquire all, but not less than all, of the Affected Bank's Commitment or may designate a replacement bank or banks, which must be an Eligible Assignee and which also must be reasonably acceptable to the Agent, provided to acquire and assume all or any portion of the outstanding Loans and Commitment of the Affected Bank (the "Replacement Bank"). If the Borrower so requests the Non-Affected Banks to acquire all or a portion of the Affected Bank's Commitment, the Non-Affected Banks may elect to acquire all or any portion of the Affected Banks outstanding Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all or any portion of the Affected Bank's outstanding Loans and Commitment, the Replacement Bank may acquire and assume that (i) at portion of the time outstanding Loans and Commitments of any replacement the Affected Bank not otherwise acquired or assumed by the Non-Affected Banks. The provisions of Section 19 hereof shall apply to all reallocations pursuant to this Section -------- 1.135.12, and the Replacement Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Loans and Commitment of the Affected Bank shall enter into one or more Assignment execute and Assumption Agreements pursuant deliver to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank andAgent, in connection therewithaccordance with the provisions of Section 19 hereof, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal ofsuch Assignments and Acceptances and other instruments, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (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 amountsthe Notes, 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. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent as are required pursuant to Section 7.12 and19 hereof to give effect to such reallocations. On the effective date of the applicable Assignment and Acceptance, if so requested by the Replacement Bank, delivery Borrower shall pay to the Replacement Affected Bank of the appropriate Note or Notes executed by the Borrowerall interest accrued on its Loans up to but excluding such date, (x) the Replacement Bank shall become a along with any fees payable to such Affected Bank hereunder and the Replaced Bank shall cease up to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to but excluding 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 Bankdate.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Stride & Associates Inc)
Replacement of Banks. (x) If any Bank becomes a Defaulting requests compensation pursuant to Section 5.01 or 5.06 hereof, or any Bank, -------------------- (y) upon the occurrence 's obligation to make Loans of any event giving rise Type or denominated in any Currency shall be suspended pursuant to the operation of Section 1.10(a)(ii) or 5.01 hereof (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those requesting such compensation, or whose obligations are so suspended, being generally charged by the other Banks or (z) in the case of herein called a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b"REQUESTING BANK"), the Borrower Company, upon three Business Days' notice to the Administrative Agent given when no Default shall have the occurred and be continuing, may require that such Requesting Bank transfer all of its right, title and interest under this Agreement to any bank or other financial institution identified by the Company that is satisfactory to the Administrative Agent (a) if no payment Default, such bank or Event of Default, then exists, to replace such Bank other financial institution (the a "Replaced BankPROPOSED BANK") with one or more other Eligible Transferee or Transferees, none agrees to assume all of whom shall constitute a Defaulting Bank at the time obligations of such replacement (collectivelyRequesting Bank hereunder, the "Replacement and to purchase all of such Requesting Bank") reasonably acceptable 's Loans hereunder for consideration equal to the Agentaggregate outstanding principal amount of such Requesting Bank's Loans, provided together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Requesting Bank of all other amounts payable hereunder to such Requesting Bank on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 5.05 hereof as if all of such Requesting Bank's Loans were being prepaid in full on such date) and (ib) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement if such Requesting Bank shall enter into one or more Assignment and Assumption Agreements has requested compensation pursuant to Section 12.04(b) (and with all fees payable 5.01 or 5.06 hereof, such Proposed Bank's aggregate requested compensation, if any, pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (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) 5.01 or 5.06 with respect to a Letter such Requesting Bank's Loans is lower than that of Credit issued by it the Requesting Bank. Subject to the extent provisions of Section 12.05(b) hereof, such amount was not theretofore funded by such Replaced Proposed Bank shall be a "Bank" for all purposes hereunder. 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 12.03 (z) BTCo an amount equal without duplication of any payments made to such Replaced Requesting Bank by the Company or the Proposed 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 survive for the benefit of such Replaced Requesting Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to under this 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 5.07 with respect to indemnification provisions under this Agreement, which shall survive as the time prior 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 Bankreplacement.
Appears in 1 contract
Samples: Credit Agreement (Newell Co)
Replacement of Banks. If (xi) If any Bank becomes requests compensation pursuant to Section 5.01 or 5.06, (ii) any Bank’s obligation to make or Continue Loans of any Type, or to Convert Term Loans of any Type into the other Type of Term Loan, shall be suspended pursuant to Section 5.01 or 5.03 hereof or (iii) any Bank is a Defaulting Bank hereunder (any such Bank requesting such compensation, whose obligations are so suspended or who is a Defaulting Bank, -------------------- (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of herein called a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b“Departing Bank”), the Borrower Company, upon three Business Days’ notice to the Administrative Agent given when no Default shall have the occurred and be continuing, may require that such Departing Bank transfer all of its right, title and interest under this Agreement and such Departing Bank’s Notes to any bank or other financial institution identified by the Company that is satisfactory to the Administrative Agent (a) if no payment Default, such bank or Event other financial institution (a “Proposed Bank”) agrees to assume all of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time obligations of such replacement (collectivelyDeparting Bank hereunder, the "Replacement and to purchase all of such Departing Bank") reasonably acceptable ’s Loans hereunder for consideration equal to the Agentaggregate outstanding principal amount of such Departing Bank’s Loans, provided together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Departing Bank of all other amounts payable hereunder to such Departing Bank on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 5.05 hereof as if all of such Departing Bank’s Loans were being prepaid in full on such date) and (ib) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement if such Departing Bank shall enter into one or more Assignment and Assumption Agreements has requested compensation pursuant to Section 12.04(b) (and with all fees payable 5.01 or 5.06 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (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) 5.01 or 5.06 with respect to a Letter such Departing Bank’s Loans is lower than that of Credit issued by it the Departing Bank. Subject to the extent provisions of Section 11.05(b) hereof, such amount was not theretofore funded by such Replaced Proposed Bank shall be a “Bank” for all purposes hereunder. Without prejudice to the survival of any other agreement of the Company hereunder the agreements of the Company contained in said Sections 5.01, 5.06 and 11.03 (z) BTCo an amount equal without duplication of any payments made to such Replaced Departing Bank by the Company or the Proposed 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 survive for the benefit of such Replaced Departing Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to under this 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 5.07 with respect to indemnification provisions under this Agreement, which shall survive as the time prior 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 Bankreplacement.
Appears in 1 contract
Replacement of Banks. If (xi) If a Bank requests compensation under Sections 5.01, 5.05 or 5.06, (ii) Section 5.03 becomes applicable to any Bank becomes a Defaulting Bank, -------------------- (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to ) the Borrower increased costs is required to pay additional amounts pursuant to Section 5.04 to a particular Bank materially in excess of those being generally charged by amounts required to be paid to the other Banks Banks, or (ziv) a Bank does not consent to the Borrower’s request for any amendment pursuant to Section 12.04 (but only if the Majority Banks have consented to such amendment), or (v) a Bank is in default under its obligations pursuant to Section 2 hereof, the Borrower may, at its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions, including required consents, contained in Section 12.06), all of its interests, rights and obligations under this Agreement to an assignee that assumes those obligations (which assignee may be another Bank); provided that (i) such Bank receives payment from the assignee or from the Borrower of an amount equal to the obligations owing to such Bank (to the extent of the outstanding principal, accrued interest and fees included in those obligations), together with any additional amounts due pursuant to Section 5.01, 5.05 or 5.06 (in the case of all other amounts so included) and (ii) in the case of any such assignment resulting from a refusal claim for compensation under Section 5.01, 5.05 or 5.06, such assignment shall result in a reduction in such compensation or payments. A Bank shall not be required to make any such assignment and delegation if, as a result of a waiver by such Bank of its right under Section 5.01, 5.03, 5.05 or 5.06, as applicable, the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply or if a Bank to consent to a proposed changedetermines in its sole discretion, waiver, discharge or termination with respect to this Agreement which has been approved that such transfer would result in additional costs not indemnified by the Required Banks as provided in Section 12.12(b), Borrower and notifies the Borrower shall have of such additional costs together with a reasonably detailed description of such additional costs; provided that if the right, if no payment Default, or Event of Default, then exists, Borrower subsequently agrees to replace indemnify such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transfereesfor such costs, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant be required to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) make such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) the 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. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 and, if 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 Bankassignment.
Appears in 1 contract
Samples: Agreement (Gran Tierra Energy, Inc.)
Replacement of Banks. (x) If any Bank becomes a Defaulting requests compensation pursuant to Section 5.01 or 5.05 hereof, or any Bank, -------------------- (y) upon the occurrence 's obligation to make or Continue Loans of any event giving rise Type, or to Convert Loans of any Type into the operation other Type of Loan, shall be suspended pursuant to Section 1.10(a)(ii) 5.01 or 5.03 hereof (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those requesting such compensation, or whose obligations are so suspended, being generally charged by the other Banks or (z) in the case of herein called a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b"Requesting Bank"), the Borrower shall have Company, upon three Business Days' notice to such Bank and the Administrative Agent, may, at its sole expense and effort, require that such Requesting Bank transfer all of its right, if no payment Default, title and interest under this Agreement and such Requesting Bank's Notes without recourse to any bank or Event of Default, then exists, to replace such Bank other financial institution (the a "Replaced Proposed Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at identified by the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable Company that is satisfactory to the Agent, provided that Administrative Agent (i) at if such Proposed Bank agrees to assume all of the time obligations of any replacement pursuant to this Section -------- 1.13, the Replacement such Requesting 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 the Revolving Loan Commitment and outstanding Revolving Loans ofhereunder, and participations in Letters to purchase all of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount such Requesting Bank's Loans hereunder for consideration equal to the sum aggregate outstanding principal amount of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced such Requesting Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank's Loans, 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 thereon to the Replaced date of such purchase, and arrangements satisfactory to the Requesting Bank pursuant to Section 3.01, (y) the respective Letter of Credit Issuer an amount equal are made for payment to such Replaced Requesting Bank of all other amounts payable hereunder to such Requesting Bank on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 5.04 hereof as if all of such Requesting 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 Loans were being prepaid in full to on such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (idate) and (ii) above, recordation of the assignment on the Register by the Agent if such Requesting Bank has requested compensation pursuant to Section 7.12 and5.01 or 5.05 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 Section 5.01 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 5.05 hereof 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. Without prejudice to the survival of any other agreement of the Company hereunder, the agreements of the Company contained in Sections 5.01, 5.05 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 5.06 with respect to the time prior 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 Bankreplacement.
Appears in 1 contract
Replacement of Banks. (x) If any Bank becomes a Defaulting BankBank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, -------------------- (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the 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 a refusal 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 a certain proposed changechanges, waiverwaivers, discharge discharges or termination terminations with respect to this Agreement which has have been approved by the Required Banks as provided in Section 12.12(b)Banks, the Borrower shall have the right, if no payment Default, Default or Event of Default, then existsDefault will exist immediately after giving effect to the respective replacement, to either replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or TransfereesTransferees 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 Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b13.04(b) (and with all fees payable pursuant to said Section 12.04(b13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, 3.01 and (y) the respective Letter of Credit Issuer any 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 (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. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, the recordation of the assignment on in the Register by the Administrative Agent pursuant to Section 7.12 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, 12.06 and 13.01, as the same may be limited by Section 13.15 (to the extent applicable)), which shall survive as to such Replaced Bank and (y) Annex I hereto 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). Any replacement of a Bank pursuant to this Section 1.13 shall not be deemed modified to reflect be a waiver of any rights which the changed Revolving Loan Commitments resulting from Borrower, the assignment from Administrative Agent or any other Bank shall have against the Replaced Bank to the Replacement Bank.
Appears in 1 contract
Replacement of Banks. (x) If any Bank becomes (an "Affected Bank") (i) makes demand upon a Borrower for (or if a Borrower is otherwise required to pay) amounts pursuant to SECTION 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 SECTION 5.10 or (iii) defaults in its obligation to make Loans, in accordance with the terms of this Agreement (such Bank being referred to as a "Defaulting Bank"), -------------------- the Borrowers within ninety (y90) upon days of receipt of such demand, notice (or the occurrence of any such other event giving rise causing the Borrower to be required to pay such compensation or causing SECTION 5.10 to be applicable), or default, as the case may be, by notice (a "Replacement Notice") in writing to the operation of Section 1.10(a)(iiAdministrative Agent and such Affected Bank (A) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 request the Affected Bank to cooperate with respect to any Bank which results the Borrowers in such Bank charging obtaining a replacement bank satisfactory to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), Administrative Agent and the Borrower shall have the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank"); (B) reasonably acceptable request the non-Affected Banks to acquire and assume all of the Affected Bank's Loans and Commitments, as provided herein, but none of such Banks shall be under an obligation to do so; or (C) designate a Replacement Bank approved by the Administrative Agent, such approval not to be unreasonably withheld or delayed. If any satisfactory Replacement Bank shall be obtained, and/or if any one or more of the non- Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, then such Affected Bank shall assign, in accordance with SECTION 19, all of its Commitment, Loans, Letter of Credit Participations, Notes and other rights and obligations under this Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the AgentAffected Bank; provided, provided however, that (i) at the time of any replacement pursuant to this Section -------- 1.13such assignment shall be without recourse, the Replacement Bank representation or warranty and shall enter into one or more Assignment be on terms 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 the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) the respective Letter of Credit Issuer an amount equal conditions reasonably satisfactory 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 Affected Bank as assignor and 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. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (iassignee(s) and (ii) aboveprior to any such assignment, recordation the Borrowers shall have paid to such Affected Bank all amounts properly demanded and unreimbursed under SECTION 5.3.2, 5.5 or 5.6. Upon the effective date of such assignment, the assignment on the Register by the Agent pursuant Borrowers shall issue replacement Notes to Section 7.12 and, if so requested by the Replacement Bank, delivery to the such Replacement Bank of and/or non-Affected Banks, as the appropriate Note or Notes executed by the Borrowercase may be, (x) the Replacement Bank and such institution shall become a Bank hereunder "Bank" for all purposes under this Agreement 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 other Loan Commitments resulting from the assignment from the Replaced Bank to the Replacement BankDocuments.
Appears in 1 contract
Samples: Revolving Credit Agreement (Trico Marine Services Inc)
Replacement of Banks. (x) If any Bank becomes a Defaulting (an "Affected Bank, -------------------- ") (yi) makes demand upon the occurrence Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Sections 5.5 or 5.6, (ii) is unable to make or maintain Eurodollar Loans as a result of any event giving rise to the operation of a condition described in Section 1.10(a)(ii) 5.4 or (iii), Section 1.10(c), Section 2.05 ) defaults in its obligation to make Loans or Section 4.04 to participate in Letters of Credit in accordance with respect to any Bank which results in the terms of this Agreement (such Bank charging being referred to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of as a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b45 -39- "Defaulting Bank"), the Borrower shall have may, within 90 days of receipt of such demand, notice (or the right, if no payment Defaultoccurrence of such other event causing the Borrower to be required to pay such compensation or causing Section 5.4 to be applicable), or Event of Defaultdefault, then existsas the case may be, by notice (a "Replacement Notice") in writing to replace the Administrative Agent and such Affected Bank (A) request the "Replaced Bank") Affected Bank to cooperate with one or more other Eligible Transferee or Transferees, none of whom shall constitute the Borrower in obtaining a Defaulting Bank at replacement bank satisfactory to the time of such replacement Administrative Agent and the Borrower (collectively, the "Replacement Bank") reasonably acceptable as provided herein, but none of such Banks shall be under an obligation to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the find a Replacement Bank; (B) pursuant request the non-Affected Banks to which acquire and assume all of the Replacement Bank shall acquire the Revolving Loan Commitment Affected Bank's Loans and outstanding Revolving Loans ofCommitment, and participations to participate in Letters of Credit byas provided herein, but none of such Banks shall be under an obligation to do so; or (C) designate a Replacement Bank reasonably satisfactory to the Replaced Administrative Agent. If any satisfactory Replacement Bank andshall be obtained, and/or any of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, and to participate in Letters of Credit then such Affected Bank shall, so long as no Event of Default shall have occurred and be continuing, assign, in connection therewithaccordance with Section 20, shall pay all of its Commitment, Loans, Notes and other rights and obligations under this Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Bank; provided, however, that (x) 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 Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal ofcase may be, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) prior to any such assignment, the respective Letter of Credit Issuer an amount equal Borrower shall have paid 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 Affected Bank all amounts properly demanded 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 Bankunreimbursed under Sections 5.5, 5.6 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 replacement5.8. Upon the execution effective date of the respective Assignment and Assumption Agreementssuch assignment, the payment of amounts referred Borrower shall issue replacement Notes to in clauses (i) and (ii) 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 such Replacement Bank of and/or non-Affected Banks, as the appropriate Note or Notes executed by the Borrowercase may be, (x) the and such Replacement Bank shall become a Bank hereunder "Bank" for all purposes under this Agreement 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 other Loan Commitments resulting from the assignment from the Replaced Bank to the Replacement BankDocuments.
Appears in 1 contract
Replacement of Banks. (x) If any Bank becomes a Defaulting requests compensation pursuant -------------------- to Section 5.01 or 5.05 hereof, or any Bank, -------------------- (y) upon the occurrence 's obligation to make Loans of any event giving rise Type or denominated in any Currency shall be suspended pursuant to the operation of Section 1.10(a)(ii) or 5.01 hereof (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those requesting such compensation, or whose obligations are so suspended, being generally charged by the other Banks or (z) in the case of herein called a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b"Requesting Bank"), the Borrower shall have Company, upon three --------------- Business Days' notice to the Administrative Agent, may require that such Requesting Bank transfer all of its right, title and interest under this Agreement to any bank or other financial institution identified by the Company that is satisfactory to the Administrative Agent in its reasonable determination (a) if no payment Default, such bank or Event of Default, then exists, to replace such Bank other financial institution (the a "Replaced Proposed Bank") with one or more other Eligible Transferee or Transferees, none agrees to ------------- assume all of whom shall constitute a Defaulting Bank at the time obligations of such replacement (collectivelyRequesting Bank hereunder, the "Replacement and to purchase all of such Requesting Bank") reasonably acceptable 's Loans hereunder for consideration equal to the Agentaggregate outstanding principal amount of such Requesting Bank's Loans, provided that together with interest thereon to the date of such purchase and (ib) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement if such Requesting Bank shall enter into one or more Assignment and Assumption Agreements has requested compensation pursuant to Section 12.04(b) (and with all fees payable 5.01 or 5.05 hereof, such Proposed Bank's aggregate requested compensation, if any, pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (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) 5.01 or 5.05 with respect to a Letter such Requesting Bank's Loans is lower than that of Credit issued by it the Requesting Bank. Subject to the extent provisions of Section 11.06(b) hereof, such amount was not theretofore funded by such Replaced Proposed Bank shall be a "Bank" for all purposes hereunder. Without prejudice to the survival of any other agreement of the Company hereunder the agreements of the Company contained in Sections 5.01, 5.05 and 11.03 (z) BTCo an amount equal without duplication of any payments made to such Replaced Requesting Bank by the Company or the Proposed 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 survive for the benefit of such Replaced Requesting Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to under this 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 5.06 with respect to indemnification provisions under this Agreement, which shall survive as the time prior 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 Bankreplacement.
Appears in 1 contract
Samples: Credit Agreement (Xl Capital LTD)
Replacement of Banks. (x) If any Bank becomes (an "Affected Bank") (i) makes demand upon the Borrowers for (or if the Borrowers are otherwise required to pay) amounts pursuant to Sections4.4 or 4.10 or (ii) is unable to make or maintain Eurodollar Loans as a Defaulting Bankresult of a condition described in Section 4.9, -------------------- the Borrowers may, within 90 days of receipt of such demand or notice (y) upon or the occurrence of any such other event giving rise causing the Borrowers to be required to pay such compensation or causing Section 4.9 to be applicable), by notice in writing to the operation of Section 1.10(a)(iiAgent and such Affected Bank (a "Replacement Notice") or (iii), Section 1.10(c), Section 2.05 or Section 4.04 A) request the Affected Bank to cooperate with respect to any Bank which results the Borrowers in such Bank charging obtaining a replacement bank satisfactory to the Borrower increased costs in excess of those being generally charged by Agent and the other Banks or Borrowers (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank"); (B) request the non-Affected Banks to acquire and assume all of the Affected Bank's Loans and Commitment, as provided herein, but none of such Banks shall be under an obligation to do so; or (C) designate a Replacement Bank reasonably acceptable satisfactory to the Agent. If any satisfactory Replacement Bank shall be obtained, provided and/or any of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, then such Affected Bank shall, so long as no Event of Default shall have occurred and be continuing, assign, in accordance with Section 17, all of its Commitment, Loans, Notes and other rights and obligations under this Credit Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Bank; provided, however, that (i) at the time of any replacement pursuant such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to this Section -------- 1.13, the such Affected Bank and such 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 and/or non-Affected Banks, as the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (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 Bankcase may be, and (ii) all obligations (includingprior to any such assignment, 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) Borrowers shall be have paid in full to such Replaced Affected Bank concurrently with such replacementall amounts properly demanded and unreimbursed under Sections4.4, 4.8, 4.9 and 4.10. Upon the execution effective date of the respective Assignment and Assumption Agreementssuch assignment, the payment of amounts referred Borrowers shall issue replacement Notes to in clauses (i) and (ii) 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 such Replacement Bank of and/or non-Affected Banks, as the appropriate Note or Notes executed by the Borrowercase may be, (x) the Replacement Bank and such institution shall become a Bank hereunder "Bank" for all purposes under this Credit Agreement 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 other Loan Commitments resulting from the assignment from the Replaced Bank to the Replacement BankDocuments.
Appears in 1 contract
Samples: Revolving Credit Agreement (Waste Connections Inc/De)
Replacement of Banks. (x) If any Bank becomes a Defaulting (an "Affected Bank, -------------------- ") (yi) makes demand upon the occurrence Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Sections 6.4 or 6.5, (ii) is unable to make or maintain Eurodollar Loans as a result of any event giving rise to the operation of a condition described in Section 1.10(a)(ii) 6.3, or (iii), Section 1.10(c), Section 2.05 ) defaults in its obligation to make Loans or Section 4.04 to participate in Letters of Credit in accordance with respect to any Bank which results in the terms of this Agreement (such Bank charging being referred to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of as a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b"Defaulting Bank"), the Borrower shall have may, within 90 days of receipt of such demand, notice (or the right, if no payment Defaultoccurrence of such other event causing the Borrower to be required to pay such compensation or causing Section 6.3 to be applicable), or Event of Defaultdefault, then existsas the case may be, by notice (a "Replacement Notice") in writing to replace the Administrative Agent and such Affected Bank (A) request the "Replaced Bank") Affected Bank to cooperate with one or more other Eligible Transferee or Transferees, none of whom shall constitute the Borrower in obtaining a Defaulting Bank at replacement bank satisfactory to the time of such replacement Administrative Agent and the Borrower (collectively, the "Replacement Bank") reasonably acceptable as provided herein, but none of such Banks shall be under an obligation to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the find a Replacement Bank; (B) pursuant request the non-Affected Banks to which acquire and assume all of the Replacement Bank shall acquire the Revolving Loan Commitment Affected Bank's Loans and outstanding Revolving Loans ofCommitment, and participations to participate in Letters of Credit byas provided herein, the Replaced Bank and, in connection therewith, but none of such Banks shall pay be under an obligation to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and do so; or (C) an amount equal to all accrued, but theretofore unpaid, Fees owing designate a Replacement Bank reasonably satisfactory to the Replaced Bank pursuant to Section 3.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank's Percentage of Administrative Agent. If 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. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (x) the satisfactory Replacement Bank shall become a be obtained, and/or any of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, and to participate in Letters of Credit then such Affected Bank hereunder shall, so long as no Event of Default shall have occurred and the Replaced Bank shall cease to constitute a Bank hereunderbe continuing, except assign, in accordance with respect to indemnification provisions Section 21, all of its Commitment, Loans, Notes and other rights and obligations under this Agreement, which shall survive as Agreement and all other Loan Documents to such Replaced Replacement Bank and (y) Annex I hereto shall be deemed modified to reflect or non-Affected Banks, as the changed Revolving Loan Commitments resulting from case may be, in exchange for payment of the assignment from the Replaced Bank to the Replacement Bank.46 -40-
Appears in 1 contract
Replacement of Banks. Within thirty (x30) If days after (a) the Borrower is required to make a deduction or withholding for the account of, or any payment of any additional amount to, any Non-U.S. Bank pursuant to (S)5.3.2 hereof in respect of United States withholding tax; (b) any Bank becomes a Defaulting Bankhad demanded compensation from the Borrower pursuant to (S)(S)5.7 or 5.8 hereof, -------------------- (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 c) there shall have occurred a change in law with respect to any Bank as a consequence of which results in it shall have become unlawful for such Bank charging to the Borrower increased costs make a LIBOR Rate Loan on any Drawdown Date, as described in excess of those being generally charged by the other Banks or (z) S)5.6 hereof (any such Bank described in the case of a refusal by a Bank foregoing clauses (a)- (c) is hereinafter referred to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(ban "Affected Bank"), the Borrower shall have may request that the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement Banks (collectively, the "Replacement BankNon-Affected Banks") acquire all, but not less than all, of the Affected Bank's Commitment or may designate a replacement bank or banks, which must be an Eligible Assignee and which also must be reasonably acceptable to the Agent, provided that to acquire and assume all or any portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank (i) at the time "Replacement Bank"). If the Borrower so requests the Non- Affected Banks to acquire all or a portion of the Affected Bank's Commitment, the Non-Affected Banks may elect to acquire all or any replacement pursuant portion of the Affected Banks outstanding Revolving Credit Loans and to this Section -------- 1.13assume all or any portion of the Affected Bank's Commitment. In addition, the Replacement Bank may acquire and assume that portion of the outstanding Revolving Credit Loans and Commitments of the Affected Bank not otherwise acquired or assumed by the Non-Affected Banks (provided, the Borrower shall enter into one or more Assignment have no obligation to offer any portion of the outstanding Revolving Credit Loans and Assumption Agreements Commitments of the Affected Bank to the Non-Affected Banks prior to making any offer to a Replacement Bank). The provisions of (S)18 hereof shall apply to all reallocations pursuant to Section 12.04(b) this (S)5.12, and with all fees payable pursuant the Affected Bank and any Non-Affected Banks and/or replacement banks which are to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Credit Loans and Commitment of the Affected Bank shall execute and outstanding Revolving Loans of, and participations in Letters of Credit by, deliver to the Replaced Bank andAgent, in connection therewith, shall pay to (x) accordance with the Replaced Bank in respect thereof an amount equal to the sum provisions of (A) an amount equal to the principal ofS)18 hereof, such Assignments and all accrued interest onAcceptances and other instruments, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (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 the Revolving Credit Notes, as are required pursuant to (S)18 hereof to give effect to such amounts, if any, due and owing under Section 1.11) reallocations. On the effective date of the applicable Assignment and Acceptance, the Borrower due and owing shall pay to the Replaced Affected Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has beenall interest accrued on its Revolving Credit Loans up to but excluding such date, or is concurrently being, paid) shall be paid in full along with any fees payable to such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the 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 Affected Bank hereunder and the Replaced Bank shall cease up to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to but excluding 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 Bankdate.
Appears in 1 contract
Samples: Revolving Credit Agreement (Varian Semiconductor Equipment Associates Inc)
Replacement of Banks. (x) If any Bank becomes a Defaulting Bank, -------------------- (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "“Replaced Bank"”) with one or more other Eligible Transferee or Eligible Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "“Replacement Bank"”) reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank's ’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 the Swingline Bank an amount equal to such Replaced Bank's ’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, 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. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 7.12 and, if so requested by the Replacement Bank, delivery to the 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. (x) If any Bank becomes a Defaulting Bank, -------------------- (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements requests compensation pursuant to Section 12.04(b5.01, or such Bank's obligation to make or continue, 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 to make a claim pursuant to Section 4.07, the Obligors' Representative, 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 and such Bank's Notes to any bank or financial institution identified by the Obligors' Representative with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), such assignment to be made pursuant to an Assignment and Acceptance Agreement substantially in the form of Exhibit H hereto (an "Assignment and Acceptance") (and with a) if such proposed transferee agrees to assume all fees payable pursuant to said Section 12.04(b) to be paid by of the Replacement Bank) pursuant to which the Replacement obligations of such Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount for consideration equal to the sum outstanding principal amount of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced such Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank's Loans, 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 thereon to the Replaced date 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 3.015.01 or so entitled to be claimed pursuant to Section 4.07, (y) the respective Letter any fees accrued hereunder and any amounts that would be payable under Section 5.05 as if all of Credit Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at Loans were being prepaid in full on such time remains an Unpaid Drawingdate) with respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Bank and (zb) BTCo an amount equal if such Bank being replaced has requested compensation pursuant to Section 5.01 or is entitled to make a claim pursuant to Section 4.07, such Replaced Bankproposed transferee's Percentage of any Mandatory Borrowing aggregate requested compensation, if any, pursuant to Section 5.01, or 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 entitled 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 claimed by such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent proposed transferee pursuant to Section 7.12 and4.07, 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 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 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 Bankreplacement.
Appears in 1 contract
Replacement of Banks. (x) If any Bank becomes a Defaulting requests compensation pursuant to Section 5.01 or 5.05 hereof, or if any Bank, -------------------- (y) upon the occurrence ’s obligation to make or Continue Loans of any event giving rise Type, or to Convert Loans of any Type into the operation other Type of Loan, shall be suspended pursuant to Section 1.10(a)(ii) 5.01 or 5.03 hereof (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those requesting such compensation, or whose obligations are so suspended, being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(bherein called an “Affected Bank”), the Borrower shall have Borrower, upon three Business Days’ notice to such Affected Bank and the Administrative Agent, may, at its sole expense and effort, require that such Affected Bank transfer all of its right, if no payment Defaulttitle, interest and obligations under this Agreement and such Affected Bank’s Notes without recourse to any bank or Event of Default, then exists, other financial institution (a “Proposed Bank”) identified by the Borrower (subject to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank proviso at the time end of such replacement (collectively, the "Replacement Bank"this sentence) reasonably acceptable to the Agent, provided that (i) at if such Proposed Bank agrees to assume all of the time obligations of any replacement pursuant to this Section -------- 1.13, the Replacement such Affected 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 the Revolving Loan Commitment and outstanding Revolving Loans ofhereunder, and participations in Letters to purchase all of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount such Affected Bank’s Loans hereunder for consideration equal to the sum aggregate outstanding principal amount of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced such Affected Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank’s Loans, 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 thereon to the Replaced date of such purchase, and arrangements satisfactory to the Affected Bank pursuant to Section 3.01, (y) the respective Letter of Credit Issuer an amount equal are made for payment to such Replaced Bank's Percentage Affected Bank of any Unpaid Drawing (which at all other amounts payable hereunder to such time remains an Unpaid Drawing) with respect to a Letter of Credit issued by it Affected Bank on or prior to the extent date of such amount was not theretofore funded by such Replaced Bank transfer (including any fees accrued hereunder 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 amounts that would be payable under Section 1.11) 5.04 hereof as if all 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 such Affected Bank’s Loans were being prepaid in full to on such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (idate) and (ii) 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 such Affected 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.has
Appears in 1 contract
Replacement of Banks. (x) If any Bank becomes a Defaulting requests compensation pursuant to Section 5.01 or 5.05 hereof, or if any Bank, -------------------- (y) upon the occurrence ’s obligation to make or Continue Loans of any event giving rise Type, or to Convert Loans of any Type into the operation other Type of Loan, shall be suspended pursuant to Section 1.10(a)(ii) 5.01 or 5.03 hereof (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those requesting such compensation, or whose obligations are so suspended, being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(bherein called an “Affected Bank”), the Borrower shall have Borrower, upon three Business Days’ notice to such Affected Bank and the Administrative Agent, may, at its sole expense and effort, require that such Affected Bank transfer all of its right, if no payment Defaulttitle, interest and obligations under this Agreement and such Affected Bank’s Notes without recourse to any bank or Event of Default, then exists, other financial institution (a “Proposed Bank”) identified by the Borrower (subject to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank proviso at the time end of such replacement (collectively, the "Replacement Bank"this sentence) reasonably acceptable to the Agent, provided that (i) at if such Proposed Bank agrees to assume all of the time obligations of any replacement pursuant to this Section -------- 1.13, the Replacement such Affected 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 the Revolving Loan Commitment and outstanding Revolving Loans ofhereunder, and participations in Letters to purchase all of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount such Affected Bank’s Loans hereunder for consideration equal to the sum aggregate outstanding principal amount of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced such Affected Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank’s Loans, 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 thereon to the Replaced date of such purchase, and arrangements satisfactory to the Affected Bank pursuant to Section 3.01, (y) the respective Letter of Credit Issuer an amount equal are made for payment to such Replaced Bank's Percentage Affected Bank of any Unpaid Drawing (which at all other amounts payable hereunder to such time remains an Unpaid Drawing) with respect to a Letter of Credit issued by it Affected Bank on or prior to the extent date of such amount was not theretofore funded by such Replaced Bank transfer (including any fees accrued hereunder 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 amounts that would be payable under Section 1.11) 5.04 hereof as if all 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 such Affected Bank’s Loans were being prepaid in full to on such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (idate) and (ii) above, recordation of the assignment on the Register by the Agent (if such Affected Bank has requested compensation pursuant to Section 7.12 and5.01 or 5.05 hereof) if such Proposed Bank’s aggregate requested compensation, if so requested by the Replacement Bankany, delivery pursuant to the Replacement Bank of the appropriate Note Section 5.01 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 5.05 hereof with respect to indemnification provisions under this Agreement, which such Affected Bank’s Loans is lower than that of the Affected Bank; provided that the Administrative Agent shall survive as have consented 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 Proposed Bank to the Replacement extent and on the same terms consent would be required under the terms of Section 11.06(b) in connection with an assignment to such Proposed Bank. Subject to the provisions of Section 11.06(b) hereof, such Proposed Bank shall be a “Bank” for all purposes hereunder. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements of the Borrower contained in Sections 5.01, 5.05 and 11.03 hereof (without duplication of any payments made to such Affected Bank by the Borrower or the Proposed Bank) shall survive for the benefit of such Affected Bank under this Section 5.06 with respect to the time prior to such replacement. A Bank shall not be required to make any such transfer if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Borrower to require such transfer cease to apply. Section 6.
Appears in 1 contract
Replacement of Banks. (x) If any Bank becomes a Defaulting BankBank or otherwise defaults in its obligations to make Revolving Loans, -------------------- or (y) upon the occurrence of any an event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging charging, or giving notice that it is entitled to charge, to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b)Banks, the Borrower shall have the right, if no payment Default, Default or Event of Default, Default then exists, exists to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or 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 Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.131.12, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b15.04(b) (and with all fees payable pursuant to said Section 12.04(b15.04(b) (other than fees incurred by or for the account of the Defaulting Bank in any capacity hereunder) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the entire Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (AI) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (BII) 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 (CIII) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, and (y) the respective Letter of Credit Issuer 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) 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, Issuing 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 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. Upon the execution of the respective Assignment and Assumption AgreementsAgreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 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 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 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
Replacement of Banks. If (xa) If any Bank becomes a Defaulting Bank, -------------------- requests compensation under Section 2.9 (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(iiIncreased Costs) or asserts, pursuant to Section 2.9(d) that it is unlawful for such Bank to make Eurodollar Rate Loans, (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect b) the Borrower is required to pay any additional amount to any Bank which results or any Governmental Authority for the account of any Bank pursuant to Section 2.11 (Taxes), (c) any Bank defaults in such Bank charging its obligation to the Borrower increased costs in excess of those being generally charged by the other Banks fund Loans hereunder, or (zd) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect of any Bank that does not approve any amendment or waiver of any provision of any Loan Document that requires the unanimous consent of all of the Banks pursuant to this Agreement which has been approved Section 12.1 (Amendments; Waivers, Etc.), if such amendment or waiver is agreed to by the Required Banks as provided Banks, then the Borrower may, at its sole expense, upon prior notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.12(b12.14 (Sale and Assignment)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) to the extent required under Section 12.14 (Sale and Assignment), the Borrower shall have received the right, if no payment Default, or Event prior written consent of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Agent, provided that which consent shall not unreasonably be withheld, (iii) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement such 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 the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters have received payment 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 outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (A) an amount equal to the extent of such outstanding principal of, and all accrued interest on, and fees) or the Borrower (in the case of all outstanding Revolving Loans of the Replaced Bank, (Bother amounts) 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 (Ciii) an amount equal in the case of any such assignment resulting from a claim for compensation under Section 2.9 (Increased Costs) or payments required to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank be made pursuant to Section 3.012.11 (Taxes), (y) the respective Letter such assignment will result in a reduction in such compensation or payments. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of 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 waiver by such Replaced Bank and (z) BTCo an amount equal to such Replaced Bank's Percentage of any Mandatory Borrowing to or otherwise, 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 circumstances entitling the Borrower due to require such assignment 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. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 and, if 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 delegation 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 Bankapply.
Appears in 1 contract
Samples: Credit Agreement (Southern Union Co)
Replacement of Banks. (x) If any Bank becomes a Defaulting (an "Affected Bank, -------------------- ") (yi) makes demand upon the occurrence Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section Section 5.5 or 5.6, (ii) is unable to make or maintain Eurodollar Loans as a result of any event giving rise to the operation of a condition described in Section 1.10(a)(ii) 5.4 or (iii), Section 1.10(c), Section 2.05 ) defaults in its obligation to make Loans or Section 4.04 to participate in Letters of Credit in accordance with respect to any Bank which results in the terms of this Agreement (such Bank charging being referred to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of as a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b"Defaulting Bank"), the Borrower shall have may, within 90 days of receipt of such demand, notice (or the right, if no payment Defaultoccurrence of such other event causing the Borrower to be required to pay such compensation or causing Section 5.4 to be applicable), or Event of Defaultdefault, then existsas the case may be, by notice (a "Replacement Notice") in writing to replace the Administrative Agent and such Affected Bank (A) request the "Replaced Bank") Affected Bank to cooperate with one or more other Eligible Transferee or Transferees, none of whom shall constitute the Borrower in obtaining a Defaulting Bank at replacement bank satisfactory to the time of such replacement Administrative Agent and the Borrower (collectively, the "Replacement Bank") reasonably acceptable as provided herein, but none of such Banks shall be under an obligation to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the find a Replacement Bank; (B) pursuant request the non-Affected Banks to which acquire and assume all of the Replacement Bank shall acquire the Revolving Loan Commitment Affected Bank's Loans and outstanding Revolving Loans ofCommitment, and participations to participate in Letters of Credit byas provided herein, but none of such Banks shall be under an obligation to do so; or (C) designate a Replacement Bank reasonably satisfactory to the Replaced Administrative Agent. If any satisfactory Replacement Bank andshall be obtained, and/or any of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, and to participate in Letters of Credit then such Affected Bank shall, so long as no Event of Default shall have occurred and be continuing, assign, in connection therewithaccordance with Section 20, shall pay all of its Commitment, Loans, Notes and other rights and obligations under this Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Bank; provided, however, that (x) 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 Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal ofcase may be, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) prior to any such assignment, the respective Letter of Credit Issuer an amount equal Borrower shall have paid 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 Affected Bank all amounts properly demanded 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 unreimbursed under Section 1.11) of the Borrower due Section 5.5, 5.6 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 replacement5.8. Upon the execution effective date of the respective Assignment and Assumption Agreementssuch assignment, the payment of amounts referred Borrower shall issue replacement Notes to in clauses (i) and (ii) 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 such Replacement Bank of and/or non-Affected Banks, as the appropriate Note or Notes executed by the Borrowercase may be, (x) the and such Replacement Bank shall become a Bank hereunder "Bank" for all purposes under this Agreement 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 other Loan Commitments resulting from the assignment from the Replaced Bank to the Replacement BankDocuments.
Appears in 1 contract
Samples: Revolving Credit Agreement (Waste Management Holdings Inc)
Replacement of Banks. Within thirty (x30) If days after (a) any Bank becomes a Defaulting Bankhad demanded compensation from the Borrower pursuant to ss.ss.5.7 or 5.8 hereof, -------------------- (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 b) there shall have occurred a change in law with respect to any Bank as a consequence of which results in it shall have become unlawful for such Bank charging to make a LIBOR Rate Loan on any Drawdown Date, as described in ss.5.6 hereof (any such Bank described in the Borrower increased costs in excess of those being generally charged by the other Banks foregoing clauses (a) or (zb) in the case of a refusal by a Bank is hereinafter referred to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(ban "Affected Bank"), the Borrower shall have may request that the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement Banks (collectively, the "Replacement BankNon-Affected Banks") acquire all, but not less than all, of the Affected Bank's Commitment or may designate a replacement bank or banks, which must be an Eligible Assignee and which also must be reasonably acceptable to the Agent, provided that to acquire and assume all or any portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank (i) at the time "Replacement Bank"). If the Borrower so requests the Non-Affected Banks to acquire all or a portion of the Affected Bank's Commitment, the Non-Affected Banks may elect to acquire all or any replacement pursuant portion of the Affected Banks outstanding Revolving Credit Loans and to this Section -------- 1.13assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all or any portion of the Affected Bank's outstanding Revolving Credit Loans and Commitment, the Replacement Bank may acquire and assume that portion of the outstanding Revolving Credit Loans and Commitments of the Affected Bank not otherwise acquired or assumed by the Non-Affected Banks. The provisions of ss.19 hereof shall enter into one or more Assignment and Assumption Agreements apply to all reallocations pursuant to Section 12.04(b) (this ss.5.12, and with all fees payable pursuant the Affected Bank and any Non-Affected Banks and/or replacement banks which are to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Credit Loans and Commitment of the Affected Bank shall execute and outstanding Revolving Loans of, and participations in Letters of Credit by, deliver to the Replaced Bank andAgent, in connection therewithaccordance with the provisions of ss.19 hereof, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal ofsuch Assignments and Acceptances and other instruments, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (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 the Revolving Credit Notes, as are required pursuant to ss.19 hereof to give effect to such amounts, if any, due and owing under Section 1.11) reallocations. On the effective date of the applicable Assignment and Acceptance, the Borrower due and owing shall pay to the Replaced Affected Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has beenall interest accrued on its Revolving Credit Loans up to but excluding such date, or is concurrently being, paid) shall be paid in full along with any fees payable to such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the 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 Affected Bank hereunder and the Replaced Bank shall cease up to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to but excluding 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 Bankdate.
Appears in 1 contract
Replacement of Banks. (x) If any Bank becomes a Defaulting (an "Affected Bank, -------------------- ") (yi) makes demand upon the occurrence Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Sections 5.5 or 5.6, (ii) is unable to make or maintain Eurodollar Loans as a result of any event giving rise to the operation of a condition described in Section 1.10(a)(ii) 5.4 or (iii), Section 1.10(c), Section 2.05 ) defaults in its obligation to make Loans or Section 4.04 to participate in Letters of Credit in accordance with respect to any Bank which results in the terms of this Agreement (such Bank charging being referred to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of as a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b"Defaulting Bank"), the Borrower shall have may, within 90 days of receipt of such demand, notice (or the right, if no payment Defaultoccurrence of such other event causing the Borrower to be required to pay such compensation or causing Section 5.4 to be applicable), or Event of Defaultdefault, then existsas the case may be, by notice (a "Replacement Notice") in writing to replace the Administrative Agent and such Affected Bank (A) request the "Replaced Bank") Affected Bank to cooperate with one or more other Eligible Transferee or Transferees, none of whom shall constitute the Borrower in obtaining a Defaulting Bank at replacement bank satisfactory to the time of such replacement Administrative Agent and the Borrower (collectively, the "Replacement Bank") reasonably acceptable as provided herein, but none of such Banks shall be under an obligation to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the find a Replacement Bank; (B) pursuant request the non-Affected Banks to which acquire and assume all of the Replacement Bank shall acquire the Revolving Loan Commitment Affected Bank's Loans and outstanding Revolving Loans ofCommitment, and participations to participate in Letters of Credit byas provided herein, the Replaced Bank and, in connection therewith, but none of such Banks shall pay be under an obligation to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and do so; or (C) an amount equal to all accrued, but theretofore unpaid, Fees owing designate a Replacement Bank reasonably satisfactory to the Replaced Bank pursuant to Section 3.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank's Percentage of Administrative Agent. If 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. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (x) the satisfactory Replacement Bank shall become a be obtained, and/or any of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, and to participate in Letters of Credit then such Affected Bank hereunder shall, so long as no Event of Default shall have occurred and the Replaced Bank shall cease to constitute a Bank hereunderbe continuing, except assign, in accordance with respect to indemnification provisions Section 20, all of its Commitment, Loans, Notes and other rights and obligations under this Agreement, which shall survive as to such Replaced Bank Agreement 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.all other Loan
Appears in 1 contract
Replacement of Banks. (x) If any Bank requests compensation pursuant to Section 9.3 or 11.1 hereof, or any Bank’s obligations to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”), the Borrower, upon three Business Days’ notice to the Administrative Agent and the Subject 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 may require that such Subject Bank which results enter into an agreement in such Bank charging form and substance satisfactory to the Borrower increased costs in excess and the Administrative Agent which transfers all of those being generally charged its right, title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable that is satisfactory to the Administrative Agent, ; provided that (i) at the time Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), (ii) such Proposed Bank agrees to assume all of the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any replacement pursuant to this Section -------- 1.13fees accrued hereunder, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements any requested compensation pursuant to Section 12.04(b9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iii) (and with all fees payable if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (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) 9.3 or 11.1 with respect to a Letter such Subject Bank’s Loans is lower than that 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 Subject Bank, and (ii) all obligations (including, without limitation, all thereupon such amounts, if any, due and owing under Section 1.11) of the Borrower due and owing to the Replaced Proposed 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. Upon the execution a “Bank” for all purposes of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) this Agreement and (iiiv) above, recordation of the such 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 does not conflict 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 Bankapplicable laws.
Appears in 1 contract
Replacement of Banks. Within thirty (x30) If days after (a) any Bank becomes a Defaulting Bankhas demanded compensation from the Borrower pursuant to Sections 5.7 or 5.8 hereof, -------------------- (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 b) there shall have occurred a change in law with respect to any Bank as a consequence of which results in it shall have become unlawful for such Bank charging to make a Eurocurrency Rate Loan on any Drawdown Date, as described in Section 5.6 hereof, or at the Borrower increased costs time set forth in excess of those being generally charged by the other Banks or Section 2.10 (z) any such Bank described in the case of a refusal by a Bank foregoing is hereinafter referred to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(ban "Affected Bank"), the Borrower shall have may request that the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement Banks (collectively, the "Replacement BankNon-Affected Banks") acquire all, but not less than all, of the Affected Bank's Commitment or may designate a replacement bank or banks, which must be an Eligible Assignee and which also must be reasonably acceptable to the Agent, provided to acquire and assume all or any portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank (the "Replacement Bank"). If the Borrower so requests the Non-Affected Banks to acquire all or a portion of the Affected Bank's Commitment, the Non-Affected Banks may elect to acquire all or any portion of the Affected Banks outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment. In addition, the Replacement Bank may acquire and assume that portion of the outstanding Revolving Credit Loans and Commitments of the Affected Bank not otherwise acquired or assumed by the Non-Affected Banks (i) at provided, the time Borrower shall have no obligation to offer any portion of the outstanding Revolving Credit Loans and Commitments of the Affected Bank to the Non-Affected Banks prior to making any replacement offer to a Replacement Bank). The provisions of Section 19 hereof shall apply to all reallocations pursuant to this Section -------- 1.135.12, and the Replacement Affected Bank shall enter into one or more Assignment and Assumption Agreements pursuant any Non-Affected Banks and/or replacement banks which are to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Credit Loans and Commitment of the Affected Bank shall execute and outstanding Revolving Loans of, and participations in Letters of Credit by, deliver to the Replaced Bank andAgent, in connection therewithaccordance with the provisions of Section 19 hereof, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal ofsuch Assignments and Acceptances and other instruments, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (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 amountsthe Revolving Credit Notes, 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. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent as are required pursuant to Section 7.12 and19 hereof to give effect to such reallocations. On the effective date of the applicable Assignment and Acceptance, if so requested by the Replacement Bank, delivery Borrower shall pay to the Replacement Affected Bank of the appropriate Note or Notes executed by the Borrowerall interest accrued on its Revolving Credit Loans up to but excluding such date, (x) the Replacement Bank shall become a along with any fees payable to such Affected Bank hereunder and the Replaced Bank shall cease up to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to but excluding 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 Bankdate.
Appears in 1 contract
Replacement of Banks. (x) If any Bank becomes a Defaulting Bank, -------------------- requests compensation pursuant to Section 5.01 or 5.06 hereof (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those requesting such compensation, being generally charged by the other Banks or (z) in the case of herein called a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b"Requesting Bank"), the Borrower shall have the Company, upon five Business Days' notice, may require that such Requesting Bank transfer all of its right, if no payment Default, title and interest under this Agreement and such Requesting Bank's Notes to any bank or Event of Default, then exists, to replace such Bank other financial institution (the a "Replaced Proposed Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at identified by the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable Company that is satisfactory to the Agent, provided that Administrative Agent (i) at if such Proposed Bank agrees to assume all of the time obligations of any replacement pursuant to this Section -------- 1.13, the Replacement such Requesting 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 the Revolving Loan Commitment and outstanding Revolving Loans ofhereunder, and participations in Letters to purchase all of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount such Requesting Bank's Loans hereunder for consideration equal to the sum aggregate outstanding principal amount of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced such Requesting Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank's Loans, 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 thereon to the Replaced Bank pursuant to Section 3.01date of such purchase, (y) the respective Letter of Credit Issuer an amount equal and satisfactory arrangements are made for payment to such Replaced Requesting Bank of all other amounts payable hereunder to such Requesting Bank on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 5.05 hereof as if all of such Requesting 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 Loans were being prepaid in full to on such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (idate) and (ii) above, recordation of the assignment on the Register by the Agent if such Requesting Bank has requested Credit Agreement 44 - 40 - compensation pursuant to Section 7.12 and5.01 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 said Section 5.01 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 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. 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 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 Bankreplacement.
Appears in 1 contract
Samples: Credit Agreement (Fidelity National Financial Inc /De/)
Replacement of Banks. (x) If any Bank becomes a Defaulting Bank, -------------------- (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements requests compensation pursuant to Section 12.04(b5.01, or such Bank's obligation to make or continue, 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 to make a claim pursuant to Section 4.07, the Obligors' Representative, 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, the CSC Agreement and the CMFRI Agreement and such Bank's Notes and its notes issued under the CSC Agreement and the CMFRI Agreement to any bank or financial institution identified by the Obligors' Representative with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), such assignment to be made pursuant to an Assignment and Acceptance Agreement substantially in the form of Exhibit E hereto (an "Assignment and Acceptance") (a) if such proposed transferee agrees to assume all of the obligations of such Bank hereunder, under the CSC Agreement and with all fees payable pursuant to said Section 12.04(b) to be paid by under the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount CMFRI Agreement for consideration equal to the sum aggregate outstanding principal amount of (A) an amount equal to such Bank's Loans, CSC Loans and the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced BankCMFRI Loans, 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 thereon to the Replaced date of such transfer, and satisfactory arrangements are made for payment to such Bank of all other amounts payable hereunder, under the CSC Agreement and under the CMFRI Agreement to such Bank on or prior to the date of such transfer (including the amounts so requested pursuant to Section 3.015.01 (or the equivalent provisions of the CSC Agreement and the CMFRI Agreement) or so entitled to be claimed pursuant to Section 4.07 (or the equivalent provisions of the CSC Agreement and the CMFRI Agreement), any fees accrued hereunder, under the CSC Agreement and under the CMFRI Agreement and any amounts that would be payable under Section 5.05 (yor the equivalent provisions of the CSC Agreement and the CMFRI Agreement) the respective Letter as if all of Credit Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at Loans, CSC Loans and CMFRI Loans were being prepaid in full on such time remains an Unpaid Drawingdate) with respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Bank and (zb) BTCo an amount equal if such Bank being replaced has requested compensation pursuant to Section 5.01 or is entitled to make a claim pursuant to Section 4.07, such Replaced Bankproposed transferee's Percentage of any Mandatory Borrowing aggregate requested compensation, if any, pursuant to Section 5.01, or 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 entitled 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 claimed by such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent proposed transferee pursuant to Section 7.12 and4.07, 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 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 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 Bankreplacement.
Appears in 1 contract
Samples: Credit Agreement (CSC Holdings Inc)
Replacement of Banks. (x) If Each Bank may make any Bank becomes a Defaulting Bank, -------------------- (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging Borrowings and LC Credit Extensions to the Borrower increased costs or any Qualified Borrower through any Applicable Lending Office; provided that the exercise of this option shall not affect the obligation of the Borrower or any Qualified Borrower to repay such credit extension in excess accordance with the terms of those being generally charged by the other Banks or (z) in the case of a refusal by a this Agreement. If, at any time, any Bank to consent to a proposed change, waiver, discharge or termination with respect shall be owed amounts pursuant to this Agreement which Section 8.4 and such Bank has been approved by declined or is unable to change the Required Banks as provided jurisdiction of its Applicable Lending Office in accordance with paragraph (h) of this Section 12.12(b)8.4, the Borrower shall shall, at its sole expense and effort, have the right, if no payment Default, or Event of Default, then exists, upon five (5) Business Days’ notice to replace such Bank the Administrative Agent to either (the "Replaced Bank"x) with one or more other Eligible Transferee or Transferees, none of whom shall constitute cause a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") bank reasonably acceptable to the Agent, provided that (i) at Administrative Agent to offer to purchase the time Commitments of any replacement pursuant to this Section -------- 1.13, the Replacement such 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 the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) the respective Letter of Credit Issuer for an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at ’s outstanding Loans and all amounts due 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 hereunder (including, without limitation, interest, Facility Fees, Letter of Credit Fees and 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. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent payable pursuant to Section 7.12 and2.13 and this Section 8.4), if so requested by the Replacement Bank, delivery and 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 or to indemnification provisions under this Agreementobtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such amount, which shall survive as offer such Bank is hereby required to such Replaced Bank and accept, or (y) Annex I hereto repay in full all Loans then outstanding of such Bank, together with interest thereon, Facility Fees, Letter of Credit Fees and all other amounts due such Bank hereunder (including, without limitation, amounts payable pursuant to Section 2.13 and this Section 8.4), upon which event, such Bank’s Commitment shall be deemed modified to reflect be cancelled. Any Bank subject to this Section 8.4(i) shall retain the changed Revolving Loan Commitments resulting from benefits of Sections 2.16(h), 8.3, 8.4 and 9.3 for the assignment from the Replaced Bank period prior to the Replacement Banksuch purchase or cancellation.
Appears in 1 contract
Samples: Revolving Credit Agreement (Erp Operating LTD Partnership)
Replacement of Banks. (x) If any Bank becomes a Defaulting Bank, -------------------- (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Eligible Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (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 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, 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. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 7.12 and, if so requested by the Replacement Bank, delivery to the 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. (x) If any Required Lender requests compensation under Section 8.03, or if the Borrower is required to pay any additional amount to any Bank becomes a Defaulting Bank, -------------------- (y) upon the occurrence or any Governmental Authority for account of any event giving rise Bank pursuant to Section 8.04, or if any Bank defaults in its obligation to fund Loans hereunder, or if any Bank does not consent to a proposed amendment, modification or waiver of this Agreement or any Note requested by the operation Borrower which requires the consent of Section 1.10(a)(ii) or all of the Banks to become effective, then the Borrower may, at its sole expense and effort (iii), Section 1.10(c), Section 2.05 or Section 4.04 including with respect to any Bank which results the processing and recordation fee referred to in Section 9.06(c)), upon notice to such Bank charging and the Administrative Agent, require such Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.06), all of its interests, rights and obligations under this Agreement to an assignee reasonably acceptable to the Borrower, such acceptance not to be unreasonably withheld or delayed, that shall assume such assigned obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) the Borrower increased costs shall have received the prior written consent of the Administrative Agent (and, if a Funding Amount is being assigned, the Fronting Bank), which consent or consents, as the case may be, shall not unreasonably be withheld, (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans, unreimbursed LC Disbursements owing to it and its Credit-Linked Deposit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in excess the case of those being generally charged by the all other Banks or amounts), (ziii) in the case of any such assignment resulting from a refusal by claim for compensation under Section 8.03 or payments required to be made pursuant to Section 8.04, such assignment will result in a Bank to consent to a proposed changereduction in such compensation or payments and (iv) such assignment shall not conflict with any law, waiverrule, discharge or termination regulation or order of any court or other Governmental Authority having jurisdiction. In connection with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the rightany such replacement, if no payment Default, or Event of Default, then exists, to replace such the replaced Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable does not execute and deliver to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Administrative Agent a duly completed 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 reflecting such replacement within five Business Days of the Replacement Bank) pursuant to date on which the Replacement replacement Bank shall acquire the Revolving Loan Commitment executes and outstanding Revolving Loans of, delivers such Assignment 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 Acceptance to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) then 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 replaced Bank pursuant to Section 3.01, (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. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 and, if 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 have executed and delivered such Assignment and Assumption. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the changed Revolving Loan Commitments resulting from circumstances entitling the Borrower to require such assignment from the Replaced Bank and delegation cease to the Replacement Bankapply.
Appears in 1 contract
Samples: Credit Agreement (Aes Corp)
Replacement of Banks. If any Bank (an "Affected Bank") (a) makes demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Sections 6.3.4, 6.7 or 6.8, (b) is unable to make or maintain Eurodollar Rate Loans as a result of a condition described in Section 6.6 or (c) is unable to make any Loan or issue, extend or renew any Letter of Credit as described in Section 14.2 (such Bank being referred to as a "Defaulting Bank"), the Borrower may, within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing the Borrower to be required to pay such compensation or causing Section 6.6 or Section 14.2 to be applicable), or default, as the case may be, by notice (a "Replacement Notice") in writing to the Administrative Agent and such Affected Bank (1) request the Affected Bank to cooperate with the Borrower in obtaining a replacement bank satisfactory to the Administrative Agent and the Borrower (the "Replacement Bank"); (2) request the non-Affected Banks to acquire and assume all of the Affected Bank's Loans and Commitment, as provided herein, but none of such Banks shall be under an obligation to do so; or (3) designate a Replacement Bank which is an Eligible Assignee that is reasonably satisfactory to the Administrative Agent. If any satisfactory Replacement Bank shall be obtained, and/or if any one or more of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, then such Affected Bank shall assign, in accordance with Section 21, all of its Commitment and Loans, its Notes and other rights and obligations under this Credit Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Bank; provided, however, that (x) If any such assignment shall be without recourse, representation or warranty (other than title) and shall be on terms and conditions reasonably satisfactory to such Affected Bank becomes a Defaulting Bankand such Replacement Bank and/or non-Affected Banks, -------------------- as the case may be, and (y4) 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 prior to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b)assignment, the Borrower shall have the rightpaid to such Affected Bank all amounts properly demanded and unreimbursed under Sections 6.7, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Agent, provided that (i) at the time of 6.8 and any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to amount which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that would 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 due under 6.10 if the Replaced Bank pursuant to Section 3.01, (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 Loans had been prepaid rather 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 replacementassigned. Upon the execution effective date of the respective Assignment and Assumption Agreementssuch assignment, the payment of amounts referred Borrower shall issue replacement Note(s) to in clauses (i) and (ii) 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 such Replacement Bank of and/or non-Affected Banks, as the appropriate Note or Notes executed by the Borrowercase may be, (x) the Replacement Bank and such institution shall become a Bank hereunder "Bank" for all purposes under this Credit Agreement 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 other Loan Commitments resulting from the assignment from the Replaced Bank to the Replacement BankDocuments.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Bell Sports Corp)
Replacement of Banks. (x) If any Bank becomes (an "Affected Bank") (i) makes demand upon the Borrowers for (or if the Borrowers are otherwise required to pay) amounts pursuant to ss.ss.4.4 or 4.10 or (ii) is unable to make or maintain Eurodollar Loans as a Defaulting Bankresult of a condition described in ss.4.9, -------------------- the Borrowers may, within ninety (y90) upon days of receipt of such demand or notice (or the occurrence of any such other event giving rise causing the Borrowers to be required to pay such compensation or causing ss.4.9 to be applicable), by notice in writing to the operation of Section 1.10(a)(iiAdministrative Agent and such Affected Bank (a "Replacement Notice") or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any obtain a replacement Bank which results in such Bank charging satisfactory to the Borrower increased costs in excess of those being generally charged by the other Banks or Administrative Agent (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") to assume the Affected Bank's Commitment by (A) requesting the non-Affected Banks to acquire and assume all of the Affected Bank's Loans and Commitment, as provided herein, but none of such Banks shall be under an obligation to do so; or (B) designating a Replacement Bank reasonably acceptable satisfactory to the Administrative Agent. If any satisfactory Replacement Bank shall be obtained, provided and/or any of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, then such Affected Bank shall, so long as no Event of Default shall have occurred and be continuing, assign, in accordance with ss.18, all of its Commitment, Loans, Notes and other rights and obligations under this Credit Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Bank; PROVIDED, HOWEVER, that (i) at the time of any replacement pursuant such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to this Section -------- 1.13, the such Affected Bank and such 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 and/or non-Affected Banks, as the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (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 Bankcase may be, and (ii) all obligations (includingprior to any such assignment, 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) Borrowers shall be have paid in full to such Replaced Affected Bank concurrently with such replacementall amounts properly demanded and unreimbursed under ss.ss.4.4, 4.8, 4.9 and 4.10. Upon the execution effective date of the respective Assignment and Assumption Agreementssuch assignment, the payment of amounts referred Borrowers shall issue replacement Revolving Credit Notes or Swing Line Notes, as applicable, to in clauses (i) and (ii) 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 such Replacement Bank of and/or non-Affected Banks, as the appropriate Note or Notes executed by the Borrowercase may be, (x) the Replacement Bank and such institution shall become a Bank hereunder "Bank" for all purposes under this Credit Agreement 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 other Loan Commitments resulting from the assignment from the Replaced Bank to the Replacement BankDocuments.
Appears in 1 contract
Replacement of Banks. (x) If any Required Lender requests compensation under Section 8.03, or if the Borrower is required to pay any additional amount to any Bank becomes a Defaulting Bank, -------------------- (y) upon the occurrence or any Governmental Authority for account of any event giving rise Bank pursuant to Section 8.04, or if any Bank defaults in its obligation to fund Loans hereunder, or if any Bank does not consent to a proposed amendment, modification or waiver of this Agreement or any Note requested by the operation Borrower which requires the consent of Section 1.10(a)(ii) or all of the Banks to become effective, then the Borrower may, at its sole expense and effort (iii), Section 1.10(c), Section 2.05 or Section 4.04 including with respect to any Bank which results the processing and recordation fee referred to in Section 9.06(c)), upon notice to such Bank charging and the Administrative Agent, require such Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.06), all of its interests, rights and obligations under this Agreement to an assignee reasonably acceptable to the Borrower, such acceptance not to be unreasonably withheld or delayed, that shall assume such assigned obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) the Borrower increased costs shall have received the prior written consent of the Administrative Agent (and, if a Funding Amount is being assigned, the Fronting Bank), which consent or consents, as the case may be, shall not unreasonably be withheld, (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans, unreimbursed LC Disbursements owing to it and its Credit-Linked Deposit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in excess the case of those being generally charged by the all other Banks or amounts), (ziii) in the case of any such assignment resulting from a refusal by claim for compensation under Section 8.03 or payments required to be made pursuant to Section 8.04, such assignment will result in a Bank to consent to a proposed changereduction in such compensation or payments and (iv) such assignment shall not conflict with any law, waiverrule, discharge or termination regulation or order of any court or other Governmental Authority having jurisdiction. In connection with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the rightany such replacement, if no payment Default, or Event of Default, then exists, to replace such the replaced Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable does not execute and deliver to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Administrative Agent a duly completed 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 reflecting such replacement within five Business Days of the Replacement Bank) pursuant to date on which the Replacement replacement Bank shall acquire the Revolving Loan Commitment executes and outstanding Revolving Loans of, delivers such Assignment 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 Acceptance to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) then 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 replaced Bank pursuant to Section 3.01, (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. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 and, if 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 have executed and delivered such Assignment and Assumption. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the changed Revolving Loan Commitments resulting from circumstances entitling the Borrower to require such assignment from the Replaced Bank and delegation cease to the Replacement Bank.apply..
Appears in 1 contract
Samples: Credit Agreement (Aes Corp)
Replacement of Banks. (x) If any Bank becomes (a) requests compensation pursuant to Section 5.1 or Section 5.6 hereof, or such Bank's obligation to make Eurodollar Loans shall be suspended pursuant to Section 5.2 or 5.3 hereof, or (b) does not agree to extend its Commitment Termination Date pursuant to request by the Company as contemplated by Section 2.4(d) hereof, the Company, upon not less than three Business Days prior notice to such Bank (with a Defaulting Bank, -------------------- (y) upon the occurrence of any event giving rise copy to the operation of Section 1.10(a)(ii) or (iiiAdministrative Agent), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in may require that such Bank charging to the Borrower increased costs assign (in excess of those being generally charged by the other Banks or (zwhich case such Bank shall assign) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b)11.6(b) hereof, the Borrower shall have the right, if no payment Default, all (but not less than all) of its Loans and Commitment to another bank or Event of Default, then exists, banks (which may be "Banks" hereunder) specified in such notice that are willing to replace accept such Bank assignment (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably and are acceptable to the Agent, provided that (i) at Administrative Agent and the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters Letter of Credit by, the Replaced Bank and, in connection therewith, shall pay to (xAgent) the Replaced Bank in respect thereof for an amount equal to the sum aggregate principal amount of (A) an amount equal such Bank's Loans then outstanding and interest thereon accrued to the principal of, and all accrued interest on, all outstanding Revolving Loans date of the Replaced consummation of such assignment and pursuant to documentation reasonably acceptable to such Bank, provided that the Company shall pay to such Bank upon consummation of such assignment (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed toi) such Replaced Bankamounts (if any) as are then payable to such Bank under Section 5 hereof including the amounts (if any) the Company would be required to pay to such Bank under Section 5.5 hereof if the Loans assigned by it were being prepaid by the Company, together with all then unpaid interest with respect thereto at (ii) the commitment fee payable for the account of such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) 2.5 hereof accrued to the respective Letter of Credit Issuer an amount equal to date such Replaced Bank's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect Commitment is assigned in full pursuant 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 Bankthis Section 11.13, and (iiiii) all obligations (including, without limitation, all other amounts then payable by the Company to or for the account of such amounts, if any, due and owing under Section 1.11) of the Borrower due and owing to the Replaced Bank hereunder (other than those specifically described in clause (i) above in respect the principal of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment interest 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 Bankits Loans).
Appears in 1 contract
Samples: Credit Agreement (Crown Central Petroleum Corp /Md/)
Replacement of Banks. (x) If any Bank becomes (an "Affected Bank") (i) makes demand upon a Borrower for (or if a Borrower is otherwise required to pay) amounts pursuant to Section Section 5.3.2, 5.6 or 5.7, (ii) is unable to make or maintain Eurocurrency Rate Loans as a result of a condition described in Section 5.10 or (iii) defaults in its obligation to make Loans, in accordance with the terms of this Agreement (such Bank being referred to as a "Defaulting Bank"), -------------------- the Borrowers within ninety (y90) upon days of receipt of such demand, notice (or the occurrence of any such other event giving rise causing the Borrower to be required to pay such compensation or causing Section 5.10 to be applicable), or default, as the case may be, by notice (a "Replacement Notice") in writing to the operation of Section 1.10(a)(iiAgent and such Affected Bank (A) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 request the Affected Bank to cooperate with respect to any Bank which results the Borrowers in such Bank charging obtaining a replacement bank satisfactory to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), Agent and the Borrower shall have the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank"); (B) reasonably acceptable request the non-Affected Banks to acquire and assume all of the Affected Bank's Loans and Commitments, as provided herein, but none of such Banks shall be under an obligation to do so; or (C) designate a Replacement Bank approved by the Agent, provided such approval not to be unreasonably withheld or delayed. If any satisfactory Replacement Bank shall be obtained, and/or if any one or more of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitments, then such Affected Bank shall assign, in accordance with Section 19, all of its Commitments, Loans, Letter of Credit Participations, Tender Guaranty Participations, Notes and other rights and obligations under this Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Bank; provided, however, that (i) at the time of any replacement pursuant such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to this Section -------- 1.13, the such Affected Bank and such 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 and/or non-Affected Banks, as the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (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 Bankcase may be, and (ii) prior to any such assignment, the Borrowers shall have paid to such Affected Bank all obligations (including, without limitation, all such amounts, if any, due amounts properly demanded and owing unreimbursed 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 beenSection 5.3.2, 5.6 or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement5.7. Upon the execution effective date of the respective Assignment and Assumption Agreementssuch assignment, the payment of amounts referred applicable Borrowers shall issue replacement Notes to in clauses (i) and (ii) 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 such Replacement Bank of and/or non-Affected Banks, as the appropriate Note or Notes executed by the Borrowercase may be, (x) the Replacement Bank and such institution shall become a Bank hereunder "Bank" for all purposes under this Agreement 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 other Loan Commitments resulting from the assignment from the Replaced Bank to the Replacement BankDocuments.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Trico Marine Services Inc)
Replacement of Banks. (x) If any Bank becomes (an "Affected Bank") (i) makes demand upon the Borrowers for (or if the Borrowers are otherwise required to pay) amounts pursuant to Sections 4.4 or 4.10 or (ii) is unable to make or maintain Eurodollar Loans as a Defaulting Bankresult of a condition described in Section 4.9, -------------------- the Borrowers may, within 90 days of receipt of such demand or notice (y) upon or the occurrence of any such other event giving rise causing the Borrowers to be required to pay such compensation or causing Section 4.9 to be applicable), by notice in writing to the operation of Section 1.10(a)(iiAgent and such Affected Bank (a "Replacement Notice") or (iii), Section 1.10(c), Section 2.05 or Section 4.04 A) request the Affected Bank to cooperate with respect to any Bank which results the Borrowers in such Bank charging obtaining a replacement bank satisfactory to the Borrower increased costs in excess of those being generally charged by Agent and the other Banks or Borrowers (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank"); (B) request the non-Affected Banks to acquire and assume all of the Affected Bank's Loans and Commitment, as provided herein, but none of such Banks shall be under an obligation to do so; or (C) designate a Replacement Bank reasonably acceptable satisfactory to the Agent, provided that (i) at the time of . If any replacement pursuant to this Section -------- 1.13, the satisfactory Replacement Bank shall enter into one or more Assignment be obtained, and/or any of the non-Affected Banks shall agree to acquire and Assumption Agreements pursuant assume all of the Affected Bank's Loans and Commitment, then such Affected Bank shall, so long as no Event of Default shall have occurred and be continuing, assign, in accordance with Section 17, all of its Commitment, Loans, Notes and other rights and obligations under this Credit Agreement and all other Loan Documents 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 such Replacement Bank shall acquire or non-Affected Banks, as the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank andcase may be, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (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. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 and, if 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.exchange for
Appears in 1 contract
Samples: Revolving Credit Agreement (Waste Connections Inc/De)
Replacement of Banks. If (xa) If any Bank advises Administrative Agent that the Adjusted Eurodollar Rate or Eurodollar Rate, as applicable, will not adequately and fairly reflect the cost to such Bank of making or maintaining its Revolving Loans pursuant to Section 13.2, (b) any Bank requests compensation under Section 13.1, (c) Borrower is required 100 to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 13.6, (d) it becomes unlawful for any Bank to honor its obligation to make or maintain Eurodollar Loans pursuant to Section 13.3, (e) any Bank becomes a Defaulting Bank, -------------------- (yf) any Bank has not approved an increase in the Borrowing Base proposed by the Administrative Agent pursuant to Section 4.2 or (g) any Bank has not consented to a requested amendment or waiver that requires such Bank’s consent or the consent of all Banks in accordance with Section 14.5 and the Majority Banks have provided their consent to such requested amendment or waiver, then Borrower may, at its sole expense and effort, upon the occurrence of any event giving rise notice to such Bank and Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the operation restrictions contained in Section 14.9(c)), all its interests, rights and obligations under this Agreement to a permitted assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) Borrower shall have received the prior written consent of Section 1.10(a)(iiAdministrative Agent, which consent shall not unreasonably be withheld, (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in Letters of Credit, the 2008 Bonds, the 2009 Bonds and any Additional Permitted Revenue Bonds, as applicable, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts) and (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of any such assignment resulting from a refusal by a Bank claim for compensation under Section 13.1 or payments required to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements be made 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 13.6, such assignment will result in a reduction in such compensation or payments. A Bank shall acquire the Revolving Loan Commitment not be required to make any such assignment and outstanding Revolving Loans ofdelegation if, and participations in Letters prior thereto, as a result of Credit bya waiver by such Bank or otherwise, the Replaced Bank and, in connection therewith, shall pay circumstances entitling Borrower to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, require such assignment and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (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. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 and, if 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 delegation 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 Bankapply.
Appears in 1 contract
Replacement of Banks. (x) If any Bank requests compensation pursuant to Section 9.3 or 11.1 hereof, or any Bank’s obligations to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank, -------------------- (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.0111.13 hereof (any such Bank requesting such compensation, (y) or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”), the respective Letter of Credit Issuer Borrower, upon three Business Days’ notice, may require that such Subject Bank enter into 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 agreement in form and substance satisfactory to the extent Borrower and the Administrative Agent which transfers all of its right, title and interest under this Agreement and such amount was not theretofore funded Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by such Replaced Bank and (z) BTCo an amount equal to such Replaced Bank's Percentage of any Mandatory Borrowing the Borrower that is satisfactory 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 Administrative Agent (i) above in respect if such Proposed Bank agrees to assume all of which the assignment obligations of such Subject Bank hereunder, and to purchase price has beenall of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or is concurrently beingprior to the date of such transfer (including any fees accrued hereunder, paid) shall any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be paid payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full to on such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (idate) and (ii) above, recordation of the assignment on the Register by the Agent if such Subject Bank has requested compensation pursuant to Section 7.12 and9.3 or 11.1 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 said Section 9.3 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 11.1 with respect to indemnification provisions under such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” for all purposes of 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
Replacement of Banks. (xa) If (i) any Bank requests payment of, or the Borrower is otherwise required to pay to any Bank, any amount pursuant to Section 8.01(b) or Section 8.03, (ii) any Bank becomes a Defaulting Bank, -------------------- (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) Bank or (iii) any Bank notifies the Administrative Agent pursuant to Section 8.02 of its inability to make, maintain or fund Euro-Dollar Loans, then the Borrower may, at its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement to an Assignee (which Assignee may be another Bank, if such other Bank agrees to accept such assignment) that shall assume such obligations pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto which shall be executed by such Assignee and (except as otherwise provided in this) Section 2.18(a) such transferor Bank; provided, that (A) the Borrower shall have received (NY) 27011/233/CA/JPM.CA.doc the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), Section 1.10(cwhich consent shall not unreasonably be withheld, conditioned or delayed, (B) such transferor Bank shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (in each case, if any), Section 2.05 from the Assignee (to the extent of such outstanding principal and accrued interest and fees) or Section 4.04 with the Borrower (in the case of all other amounts), which amounts shall be the only amounts payable to such transferor Bank in respect to of such assignment and delegation, (C) any Bank which results in such Bank charging being replaced pursuant to this Section 2.18(a) shall be deemed to have granted to the Borrower increased costs in excess Administrative Agent the authority to act as its attorney-in-fact solely for the purpose of those being generally charged by the other Banks or executing such Assignment and Assumption Agreement, and (zD) in the case of any such assignment and delegation resulting from a refusal request or claim for payment under Section 8.03, such assignment will result in a reduction in any payments due to such transferor Bank on a dollar-for-dollar basis to the extent that such assignment eliminates or reduces the amount that such transferor Bank is entitled to receive under Section 8.03. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Upon execution and delivery by the Assignee and (except as otherwise provided in this Section 2.18(a)) the transferor Bank of the Assignment and Assumption Agreement referred to above and payment by such Assignee to such transferor Bank of the amount (if any) payable by such Assignee pursuant to clause (B) above: (1) such Assignee shall be a Bank to consent to a proposed change, waiver, discharge or termination with respect party to this Agreement which has been approved and shall have all the rights and obligations of a Bank with a Commitment equal to such transferor Bank’s Commitment immediately prior to the effectiveness of such assignment and delegation (or, if there is more than one Assignee, the respective portion of such Commitment agreed to be assumed by each such Assignee). Upon the Required Banks as provided in Section 12.12(b)consummation of any such assignment and delegation, the transferor Bank, the Administrative Agent and the Borrower shall have the rightmake appropriate arrangements so that, if no payment Defaultrequired, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable new Note is issued to the AgentAssignee. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, provided that (i) at it shall, prior to the time first date on which interest or fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any replacement United States federal income taxes in accordance with Section 2.16. In connection with any assignment pursuant to this Section -------- 1.13Section 2.18(a), (I) the Replacement Borrower shall cause to be paid to the Administrative Agent an administrative fee for processing such assignment in the amount of $3,500, and (II) notwithstanding anything to the contrary set forth herein, if the transferor Bank shall enter into one or more does not execute and deliver to the Administrative Agent a duly completed 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 Agreement reflecting such assignment within five Domestic Business Days of the Replacement Bank) pursuant to date on which the Replacement Bank shall acquire the Revolving Loan Commitment Assignee executes and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) delivers such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) the 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. Upon the execution of the respective Assignment and Assumption Agreements, Agreement to the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 and, if so requested by the Replacement transferor Bank, delivery to the Replacement then such transferor 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.have executed and delivered such Assignment and Assumption Agreement. (NY) 27011/233/CA/JPM.CA.doc
Appears in 1 contract
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Replacement of Banks. (xa) If any Bank becomes requests compensation under Section 8.03, or if the obligation of any Bank to make Euro-Dollar Loans has been suspended pursuant to Section 8.02, or if any Bank is a Defaulting Bank, -------------------- or if any Bank is a Non-Extending Bank for any extension of the Termination Date, then the Borrower may, at its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate without unreasonable delay, without recourse (y) upon the occurrence of any event giving rise in accordance with and subject to the operation restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (i) the Borrower shall have paid to the Agent the assignment fee specified in Section 1.10(a)(ii9.06(c) (except as otherwise provided herein); provided that any Defaulting Bank shall pay to the Agent the assignment fee specified in Section 9.06(c); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including any amounts under Section 2.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of any such assignment resulting from a refusal claim for compensation by a Bank under Section 8.03, such assignment will result in a reduction in such compensation or payments that would otherwise result thereafter; and (iv) such assignment does not conflict with applicable laws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (b) In the event any Bank fails to approve any amendment, waiver or consent requested by the Borrower pursuant to a proposed change, waiver, discharge or termination with respect to this Agreement which Section 9.05 that has been approved by received the written approval 48 of not less than the Required Banks but also requires the approval of such Bank (any such Bank, a “Restricted Bank”), so long as provided no Default or Event of Default shall have occurred and be continuing and the Borrower has obtained a commitment (in Section 12.12(ban amount not less than the entire amount of such Restricted Bank’s Commitment) from one or more Banks or Assignees to become a Bank for all purposes hereunder (such Bank or Banks referred to as the “Replacement Bank”), the Borrower shall have the rightmay cause such Restricted Bank to be replaced by, if no payment Defaultand to assign all its rights and obligations under this Agreement (including its Commitment and its outstanding Loans) pursuant to Section 9.06 to, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable . Such Restricted Bank agrees to execute and to deliver to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into Agent one or more Assignment and Assumption Agreements pursuant with such Replacement Bank as provided in Section 9.06 upon payment at par of all principal, accrued interest, accrued fees and other amounts accrued or owing under this Agreement to Section 12.04(b) (such Restricted Bank, and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the such Replacement Bank shall acquire pay to the Revolving Loan Commitment and outstanding Revolving Loans of, and participations Agent the assignment fee specified in Letters of Credit by, the Replaced Bank and, Section 9.06(c) in connection therewith, shall pay with such assignment. The Restricted Bank making such assignment will be entitled to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees compensation for any expenses or other amounts which would be owing to the Replaced such Restricted Bank pursuant to Section 3.01, (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 indemnification provision hereof (including, without limitationif applicable, all Section 2.12) as if the Borrower had prepaid the Loans of such amountsBank (and terminated its Commitment, if anyapplicable) rather than such Restricted Bank having assigned its interest hereunder. (c) In each case of clause (a) and (b) above, due and owing under Section 1.11) the Agent shall distribute an amended schedule of Commitments, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Borrower due Banks and owing to the Replaced Bank (other than those specifically described in clause (i) above in respect adjustments of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with their respective Commitments and/or shares thereof resulting from any such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to (d) This section shall supersede any provision in clauses (i) and (ii) 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 9.05 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.contrary. Section 9.09
Appears in 1 contract
Replacement of Banks. (x) If any Bank becomes a Defaulting requests compensation -------------------- pursuant to Section 5.01 or 5.05 hereof, or any Bank, -------------------- (y) upon the occurrence 's obligation to make Loans of any event giving rise Type or denominated in any Currency shall be suspended pursuant to the operation of Section 1.10(a)(ii) or 5.01 hereof (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those requesting such compensation, or whose obligations are so suspended, being generally charged by the other Banks or (z) in the case of herein called a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b"Requesting Bank"), the Borrower shall have Company, upon three Business Days' notice to the Administrative Agent, may require that such Requesting Bank transfer all of its right, title and interest under this Agreement to any bank or other financial institution identified by the Company that is satisfactory to the Administrative Agent in its reasonable determination (a) if no payment Defaultsuch bank or other financial institution (a "Proposed, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none agrees to assume all of whom shall constitute a Defaulting Bank at the time obligations of such replacement (collectivelyRequesting Bank hereunder, the "Replacement and to purchase all of such Requesting Bank") reasonably acceptable 's Loans hereunder for consideration equal to the Agentaggregate outstanding principal amount of such Requesting Bank's Loans, provided that together with interest thereon to the date of such purchase and (ib) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement if such Requesting Bank shall enter into one or more Assignment and Assumption Agreements has requested compensation pursuant to Section 12.04(b) (and with all fees payable 5.01 or 5.05 hereof, such Proposed Bank's aggregate requested compensation, if any, pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (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) 5.01 or 5.05 with respect to a Letter such Requesting Bank's Loans is lower than that of Credit issued by it the Requesting Bank. Subject to the extent provisions of Section 11.06(b) hereof, such amount was not theretofore funded by such Replaced Proposed Bank shall be a "Bank' for all purposes hereunder. Without prejudice to the survival of any other agreement of the Company hereunder the agreements of the Company contained in Sections 5.01, 5.05 and 11.03 (z) BTCo an amount equal without duplication of any payments made to such Replaced Requesting Bank by the Company or the Proposed 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 survive for the benefit of such Replaced Requesting Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to under this 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 5.06 with respect to indemnification provisions under this Agreement, which shall survive as the time prior 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 Bankreplacement.
Appears in 1 contract
Samples: Credit Agreement (Xl Capital LTD)
Replacement of Banks. (x) If any Bank becomes a Defaulting requests compensation pursuant to Section 5.01 or 5.06 hereof, or any Bank, -------------------- 's obligation to make Eurodollar Loans shall be suspended pursuant to Section 5.01 or 5.03 hereof (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those requesting such compensation, or whose obligations are so suspended, being generally charged by the other Banks or (z) in the case of herein called a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b"Requesting Bank"), the Borrower shall have the Company, upon three Business Days notice, may require that such Requesting Bank transfer all of its right, title and interest under this Agreement and such Requesting Bank's Notes (if no payment Default, any) to any bank or Event of Default, then exists, to replace such Bank other financial institution (the a "Replaced Proposed Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at identified by the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable Company that is satisfactory to the Agent, provided that Administrative Agent in its reasonable determination (i) at if such Proposed Bank agrees to assume all of the time obligations of any replacement pursuant to this Section -------- 1.13, the Replacement such Requesting 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 the Revolving Loan Commitment and outstanding Revolving Loans ofhereunder, and participations in Letters to purchase all of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount such Requesting Bank's Loans hereunder for consideration equal to the sum aggregate outstanding principal amount of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced such Requesting Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank's Loans, 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 thereon to the Replaced Bank pursuant to Section 3.01date of such purchase, (y) the respective Letter of Credit Issuer an amount equal and satisfactory arrangements are made for payment to such Replaced Requesting Bank of all other amounts payable hereunder to such Requesting Bank on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 5.05 hereof as if all of such Requesting 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 Loans were being prepaid in full to on such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (idate) and (ii) above, recordation of the assignment on the Register by the Agent if such Requesting Bank has requested compensation pursuant to Section 7.12 and5.01 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 said Section 5.01 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 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 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 Bankreplacement.
Appears in 1 contract
Replacement of Banks. (x) If any Bank becomes a Defaulting Bank, -------------------- (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements requests compensation pursuant to Section 12.04(b5.01, or such Bank's obligation to make or continue, 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 to make a claim pursuant to Section 4.07, the Company 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, the CSC Agreement and the New York/New Jersey Agreement, such Bank's Notes and its notes issued under the CSC Agreement and the New York/New Jersey Agreement to any bank or financial institution identified by the Company with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), such assignment to be made pursuant to an Assignment and Acceptance Agreement substantially in the form of Exhibit H hereto (an "Assignment and Acceptance") (a) if such proposed transferee agrees to assume all of the obligations of such Bank hereunder, under the CSC Agreement and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the 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 New York/New Jersey Agreement for consideration equal to the sum aggregate outstanding principal amount of (A) an amount equal to the principal ofsuch Bank's Loans, CSC Loans and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced BankNew York/New Jersey Loans, 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 thereon to the Replaced date of such transfer, and satisfactory arrangements are made for payment to such Bank of all other amounts payable hereunder, under the CSC Agreement and under the New York/New Jersey Agreement to such Bank on or prior to the date of such transfer (including the amounts so requested pursuant to Section 3.015.01 or so entitled to be claimed pursuant to Section 4.07, (y) the respective Letter any fees accrued hereunder and any amounts that would be payable under Section 5.05 as if all of Credit Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at Loans were being prepaid in full on such time remains an Unpaid Drawingdate) with respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Bank and (zb) BTCo an amount equal if such Bank being replaced has requested compensation pursuant to Section 5.01 or is entitled to make a claim pursuant to Section 4.07, such Replaced Bankproposed transferee's Percentage of any Mandatory Borrowing aggregate requested compensation, if any, pursuant to Section 5.01, or 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 entitled 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 claimed by such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent proposed transferee pursuant to Section 7.12 and4.07, 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 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 4.07, 5.01 and 12.03 (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 5.06 with respect to the time prior 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 Bankreplacement.
Appears in 1 contract
Samples: Credit Agreement (CSC Holdings Inc)
Replacement of Banks. (x) If any Bank becomes a Defaulting Bank, -------------------- (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements requests compensation pursuant to Section 12.04(b5.01 or 5.06, or such Bank's obligation to make or continue, 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 to make a claim pursuant to Section 4.08, the Company, 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 and such Bank's Note issued hereunder to any bank or financial institution identified by the Company with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), such assignment to be made pursuant to an Assignment and Acceptance Agreement substantially in the form of EXHIBIT G hereto (an "Assignment and Acceptance") (and with a) if such proposed transferee agrees to assume all fees payable pursuant to said Section 12.04(b) to be paid by of the Replacement Bank) pursuant to which the Replacement obligations of such Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount hereunder for consideration equal to the sum aggregate outstanding principal amount of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced such Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank's Loans, 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 thereon to the Replaced date 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 3.015.01 or 5.06 or so entitled to be claimed pursuant to Section 4.08, (y) the respective Letter any fees accrued hereunder and any amounts that would be payable under Section 5.05 as if all of Credit Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at Loans were being prepaid in full on such time remains an Unpaid Drawingdate) with respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Bank and (zb) BTCo an amount equal if such Bank being replaced has requested compensation pursuant to Section 5.01 or 5.06 or is entitled to make a claim pursuant to Section 4.08, such Replaced Bankproposed transferee's Percentage of any Mandatory Borrowing aggregate requested compensation, if any, pursuant to Section 5.01 or 5.06, or 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 entitled 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 claimed by such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent proposed transferee pursuant to Section 7.12 and4.08, 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 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 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 Bankreplacement.
Appears in 1 contract
Samples: Credit Agreement (CSC Holdings Inc)
Replacement of Banks. (x) If any Bank becomes a Defaulting Bank, -------------------- (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements requests compensation pursuant to Section 12.04(b5.01 or 5.06, or such Bank's obligation to make or continue, 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 to make a claim pursuant to Section 4.08, the Company, 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, the CMFRI Agreement and the New York/New Jersey Agreement and such Bank's Note issued hereunder and its notes issued under the CMFRI Agreement and the New York/New Jersey Agreement to any bank or financial institution identified by the Company with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), such assignment to be made pursuant to an Assignment and Acceptance Agreement substantially in the form of Exhibit H hereto (an "Assignment and Acceptance") (a) if such proposed transferee agrees to assume all of the obligations of such Bank hereunder, under the CMFRI Agreement and with all fees payable pursuant to said Section 12.04(b) to be paid by under the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount New York/New Jersey Agreement for consideration equal to the sum aggregate outstanding principal amount of (A) an amount equal to the principal ofsuch Bank's Loans, CMFRI Loans and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced BankNew York/New Jersey Loans, 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 thereon to the Replaced date of such transfer, and satisfactory arrangements are made for payment to such Bank of all other amounts payable hereunder, under the CMFRI Agreement and under the New York/New Jersey Agreement to such Bank on or prior to the date of such transfer (including the amounts so requested pursuant to Section 3.015.01 or 5.06 or so entitled to be claimed pursuant to Section 4.08, (y) the respective Letter any fees accrued hereunder and any amounts that would be payable under Section 5.05 as if all of Credit Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at Loans were being prepaid in full on such time remains an Unpaid Drawingdate) with respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Bank and (zb) BTCo an amount equal if such Bank being replaced has requested compensation pursuant to Section 5.01 or 5.06 or is entitled to make a claim pursuant to Section 4.08, such Replaced Bankproposed transferee's Percentage of any Mandatory Borrowing aggregate requested compensation, if any, pursuant to Section 5.01 or 5.06, or 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 entitled 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 claimed by such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent proposed transferee pursuant to Section 7.12 and4.08, 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 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 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 Bankreplacement.
Appears in 1 contract
Samples: Credit Agreement (CSC Holdings Inc)
Replacement of Banks. (x) If any Bank requests compensation pursuant to Section 9.3 or 11.1 hereof, or any Bank's obligations to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank, -------------------- (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, if no payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.0111.13 hereof, (y) any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank, being herein called a "Subject Bank"), the respective Letter Borrower, upon three Business Days' notice, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Agent which transfers all of Credit Issuer an amount equal to its right, title and interest under this Agreement and such Replaced Subject Bank's Percentage of Note to any Unpaid Drawing bank or other financial institution (which at such time remains an Unpaid Drawinga "Proposed Bank") with respect to a Letter of Credit issued identified by it the Borrower that is satisfactory 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 Agent (i) above in respect if such Proposed Bank agrees to assume all of which the assignment obligations of such Subject Bank hereunder, and to purchase price has beenall of such Subject Bank's Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank's Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or is concurrently beingprior to the date of such transfer (including any fees accrued hereunder, paid) shall any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be paid payable under Section 2.11 hereof as if all of such Subject Bank's Loans were being prepaid in full to on such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (idate) and (ii) above, recordation of the assignment on the Register by the Agent if such Subject Bank has requested compensation pursuant to Section 7.12 and9.3 or 11.1 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 said Section 9.3 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 11.1 with respect to indemnification provisions under such Subject Bank's Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a "Bank" for all purposes of 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
Replacement of Banks. (x) If any Bank becomes a Defaulting (an "Affected Bank, -------------------- ") (yi) makes demand upon the occurrence Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Sections 5.5 or 5.6, (ii) is unable to make or maintain Eurodollar Loans as a result of any event giving rise to the operation of a condition described in Section 1.10(a)(ii) 5.4 or (iii), Section 1.10(c), Section 2.05 ) defaults in its obligation to make Loans or Section 4.04 to participate in Letters of Credit in accordance with respect to any Bank which results in the terms of this Agreement (such Bank charging being referred to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of as a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b"Defaulting Bank"), the Borrower shall have may, within 90 days of receipt of such demand, notice (or the right, if no payment Defaultoccurrence of such other event causing the Borrower to be required to pay such compensation or causing Section 5.4 to be applicable), or Event of Defaultdefault, then existsas the case may be, by notice (a "Replacement Notice") in writing to replace the Administrative Agent and such Affected Bank (A) request the "Replaced Bank") Affected Bank to cooperate with one or more other Eligible Transferee or Transferees, none of whom shall constitute the Borrower in obtaining a Defaulting Bank at replacement bank satisfactory to the time of such replacement Administrative Agent and the Borrower (collectively, the "Replacement Bank") reasonably acceptable as provided herein, but none of such Banks shall be under an obligation to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the find a Replacement Bank; (B) pursuant request the non-Affected Banks to which acquire and assume all of the Replacement Bank shall acquire the Revolving Loan Commitment Affected Bank's Loans and outstanding Revolving Loans ofCommitment, and participations to participate in Letters of Credit byas provided herein, but none of such Banks shall be under an obligation to do so; or (C) designate a Replacement Bank reasonably satisfactory to the Replaced Administrative Agent. If any satisfactory Replacement Bank andshall be obtained, and/or any of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, and to participate in Letters of Credit then such Affected Bank shall, so long as no Event of Default shall have occurred and be continuing, assign, in connection therewithaccordance with Section 20, shall pay all of its Commitment, Loans, and other rights and obligations under this Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Bank; provided, however, that (x) 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 Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal ofcase may be, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) prior to any such assignment, the respective Letter of Credit Issuer an amount equal Borrower shall have paid 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 Affected Bank all amounts properly demanded 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 Bankunreimbursed under Sections 5.5, 5.6 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 replacement5.8. Upon the execution effective date of the respective Assignment and Assumption Agreementssuch assignment, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (x) the such Replacement Bank shall become a Bank hereunder "Bank" for all purposes under this Agreement 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 other Loan Commitments resulting from the assignment from the Replaced Bank to the Replacement BankDocuments.
Appears in 1 contract
Replacement of Banks. (x) If any Bank becomes a Defaulting requests compensation pursuant to Section 5.01 or 5.06 hereof, or any Bank, -------------------- 's obligation to make Eurodollar Loans shall be suspended pursuant to Section 5.01 or 5.03 hereof (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those requesting such compensation, or whose obligations are so suspended, being generally charged by the other Banks or (z) in the case of herein called a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b"Requesting Bank"), the Borrower shall have the Company, upon three Business Days notice, may require that such Requesting Bank transfer all of its right, if no payment Default, title and interest under this Agreement and such Requesting Bank's Notes to any bank or Event of Default, then exists, to replace such Bank other financial institution (the a "Replaced Proposed Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at identified by the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable Company that is satisfactory to the Agent, provided that Administrative Agent in its reasonable determination (i) at if such Proposed Bank agrees to assume all of the time obligations of any replacement pursuant to this Section -------- 1.13, the Replacement such Requesting 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 the Revolving Loan Commitment and outstanding Revolving Loans ofhereunder, and participations in Letters to purchase all of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount such Requesting Bank's Loans hereunder for consideration equal to the sum aggregate outstanding principal amount of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced such Requesting Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank's Loans, 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 thereon to the Replaced Bank pursuant to Section 3.01date of such purchase, (y) the respective Letter of Credit Issuer an amount equal and satisfactory arrangements are made for payment to such Replaced Requesting Bank of all other amounts payable hereunder to such Requesting Bank on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 5.05 hereof as if all of such Requesting 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 Loans were being prepaid in full to on such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (idate) and (ii) above, recordation of the assignment on the Register by the Agent if such Requesting Bank has requested compensation pursuant to Section 7.12 and5.01 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 said Section 5.01 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 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 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.replacement. Credit Agreement 47 - 43 -
Appears in 1 contract
Replacement of Banks. (x) If any Bank becomes a Defaulting requests compensation pursuant to Section 5.01 or 5.06 hereof, or any Bank, -------------------- 's obligation to make Eurodollar Loans shall be suspended pursuant to Section 5.01 or 5.03 hereof (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those requesting such compensation, or whose obligations are so suspended, being generally charged by the other Banks or (z) in the case of herein called a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b"Requesting Bank"), the Borrower shall have the Company, upon three Business Days notice, may require that such Requesting Bank transfer all of its right, title and interest under this Agreement and such Requesting Bank's Notes (if no payment Default, any) to any bank or Event of Default, then exists, to replace such Bank other financial institution (the a "Replaced Proposed Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at identified by the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable Company that is satisfactory to the Agent, provided that Administrative Agent in its reasonable determination (i) at if such Proposed Bank agrees to assume all of the time obligations of any replacement pursuant to this Section -------- 1.13, the Replacement such Requesting 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 the Revolving Loan Commitment and outstanding Revolving Loans ofhereunder, and participations in Letters to purchase all of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount such Requesting Bank's Loans hereunder for consideration equal to the sum aggregate outstanding principal amount of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced such Requesting Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank's Loans, 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 thereon to the Replaced Bank pursuant to Section 3.01date of such purchase, (y) the respective Letter of Credit Issuer an amount equal and satisfactory arrangements are made for payment to such Replaced Requesting Bank of all other amounts payable hereunder to such Requesting Bank on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 5.05 hereof as if all of such Requesting 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 Loans were being prepaid in full to on such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (idate) and (ii) above, recordation of the assignment on the Register by the Agent if such Requesting Bank has requested compensation pursuant to Section 7.12 and5.01 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 said Section 5.01 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 5.06 with respect to indemnification such Requesting Bank's Loans is lower than that of the Requesting Bank. Subject to the provisions under this Agreementof Section 11.06(b) hereof, which shall survive as to such Replaced Proposed Bank and (y) Annex I hereto shall be deemed modified to reflect 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 changed Revolving Loan Commitments resulting from aggregate amount of the assignment from the Replaced Bank to the Replacement Bank.Amended and Restated Credit Agreement
Appears in 1 contract
Replacement of Banks. (x) If any Bank becomes (an "Affected Bank") (a) makes -------------------- -------- ---- demand upon a 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 obligation to make Loans, in accordance with the terms of this Credit Agreement (such Bank being referred to as a "Defaulting Bank"), -------------------- such Borrower within ninety (y90) upon days of receipt of such demand, notice (or the occurrence of any such other event giving rise 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 operation applicable Agent and such Affected Bank (i) request the Affected Bank to cooperate with such Borrower in obtaining a replacement bank satisfactory to the applicable Agent and such Borrower (the "Replacement Bank"); (ii) request the non-Affected Banks to ----------- ---- acquire and assume all of Section 1.10(a)(ii) the Affected Bank's Loans and Commitments, as provided herein, but none of such Banks shall be under an obligation to do so; or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any ) designate a Replacement Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required applicable Agent, such approval not to be unreasonably withheld or delayed. If any satisfactory Replacement Bank shall be obtained, and/or if any one or more of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and 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 provided the case may be, in Section 12.12(b)exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Bank; provided, however, that (A) such assignment shall be 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 payment Default, or Event of Default, then exists, to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing Affected Bank all amounts properly demanded and unreimbursed under (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 BankS)(S)6.2.3.2, 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, 6.6 or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement6.7. Upon the execution effective date of the respective Assignment and Assumption Agreementssuch assignment, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 andapplicable Borrower shall issue replacement Notes, if so requested by the Replacement Bankapplicable, delivery to the such Replacement Bank of and/or non-Affected Banks, as the appropriate Note or Notes executed by the Borrowercase may be, (x) the Replacement Bank and such institution shall become a Bank hereunder "Bank" for all purposes under this Credit Agreement 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 other Loan Commitments resulting from the assignment from the Replaced Bank to the Replacement BankDocuments.
Appears in 1 contract
Samples: Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Replacement of Banks. (x) If any Bank becomes (a) requests compensation pursuant to Section 5.1 or Section 5.6 hereof, or such Bank's obligation to make Fixed Rate Loans shall be suspended pursuant to Section 5.2 or 5.3 hereof, or (b) does not agree to extend its Commitment Termination Date pursuant to request by the Company as contemplated by Section 2.4(d) hereof, the Company, upon not less than three Business Days prior notice to such Bank (with a Defaulting Bank, -------------------- (y) upon the occurrence of any event giving rise copy to the operation of Section 1.10(a)(ii) or (iiiAdministrative Agent), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in may require that such Bank charging to the Borrower increased costs assign (in excess of those being generally charged by the other Banks or (zwhich case such Bank shall assign) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b)11.6(b) hereof, the Borrower shall have the right, if no payment Default, all (but not less than all) of its Loans and Commitment to another bank or Event of Default, then exists, banks (which may be "Banks" hereunder) specified in such notice that are willing to replace accept such Bank assignment (the "Replaced Bank") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably and are acceptable to the Agent, provided that (i) at Administrative Agent and the time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters Letter of Credit by, the Replaced Bank and, in connection therewith, shall pay to (xAgent) the Replaced Bank in respect thereof for an amount equal to the sum aggregate principal amount of (A) an amount equal such Bank's Loans then outstanding and interest thereon accrued to the principal of, and all accrued interest on, all outstanding Revolving Loans date of the Replaced consummation of such assignment and pursuant to documentation reasonably acceptable to such Bank, provided that the Company shall pay to such Bank upon consummation of such assignment (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed toi) such Replaced Bankamounts (if any) as are then payable to such Bank under Section 5 hereof including the amounts (if any) the Company would be required to pay to such Bank under Section 5.5 hereof if the Loans assigned by it were being prepaid by the Company, together with all then unpaid interest with respect thereto at (ii) the commitment fee payable for the account of such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) 2.5 hereof accrued to the respective Letter of Credit Issuer an amount equal to date such Replaced Bank's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect Commitment is assigned in full pursuant 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 Bankthis Section 11.13, and (iiiii) all obligations (including, without limitation, all other amounts then payable by the Company to or for the account of such amounts, if any, due and owing under Section 1.11) of the Borrower due and owing to the Replaced Bank hereunder (other than those specifically described in clause (i) above in respect the principal of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment interest 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 Bankits Loans).
Appears in 1 contract
Samples: Credit Agreement (Crown Central Petroleum Corp /Md/)
