AGENT'S RIGHT TO REPLACE NON-QUALIFYING BANKS Sample Clauses

AGENT'S RIGHT TO REPLACE NON-QUALIFYING BANKS. In the event that any Bank (a "Non-Qualifying Bank") shall at the end of any quarter not qualify as a "well-capitalized" bank (within the meaning provided therefor in 12 CFR 6, as amended from time to time) under the regulations or policies of the Comptroller of the Currency, or the sum of its non-performing assets and its "Other Real Estate Owned" shall be equal to more than fifty percent (50%) of its tangible equity, the Agent, in its sole discretion, may give notice to such Non-Qualifying Bank and to the other Banks, with a copy to the Borrower (the "Replacement Notice"), that it wishes to seek one or more assignees (which may be one or more of the Banks) to assume the Commitment of such Non-Qualifying Bank and to purchase its outstanding Loans and Notes, participation in the Letters of Credit and interest in this Agreement, and in such event: (i) the remaining Banks may elect to purchase ratable assignments (without any obligation so to do) from the Non-Qualifying Bank (in the form of an Assignment and Acceptance and in accordance with Section 10.08(c)) in accordance with their respective percentage of the remaining aggregate Commitments, by giving notice of such election to the Agent and the other Banks, with a copy to the Borrower, no later than the date (the "Initial Option Date") which is 15 days after the date of the Replacement Notice; (ii) should any of the remaining Banks not elect on or before the Initial Option Date to purchase such an assignment, then, such other remaining Banks shall be entitled to purchase an assignment from Non-Qualifying Bank which includes the ratable interest that was otherwise available to such non-purchasing remaining Bank or Banks, by giving notice of such election to the Agent and the other Banks, with a copy to the Borrower, within 15 days after the Initial Option Date; and (iii) if and to the extent that the remaining Banks have not elected to purchase such an assignment, the Agent may find another assignee to purchase such assignment. Each Non-Qualifying Bank agrees to sell its Commitment, Loans, Notes, participation in the Letters of Credit and interest in this Agreement by an Assignment and Acceptance in accordance with Section 10.08(c) to any such assignee or assignees for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans and Notes, plus all other fees and amounts (including, without limitation, any compensation claimed by such Non-Qualifying Bank under Secti...
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Related to AGENT'S RIGHT TO REPLACE NON-QUALIFYING BANKS

  • Limitation of responsibility of Existing Lenders (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

  • INDEPENDENT NATURE OF LENDERS' RIGHTS The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights pursuant to this Agreement and its Notes, and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

  • Limitation of responsibility of Existing Lender (a) Unless expressly agreed to the contrary, an Existing Lender is not responsible to a New Lender for the legality, validity, adequacy, accuracy, completeness or performance of:

  • Lenders Rights and Remedies After Default 11.1. Rights and Remedies. 94 11.2. Agent’s Discretion 96 11.3. Setoff 97 11.4. Rights and Remedies not Exclusive 97 11.5. Allocation of Payments After Event of Default 97

  • Mitigation Obligations; Replacement of Lenders (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

  • Mitigation of Obligations Replacement of Lenders (a) If any Lender requests compensation under Section 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.17 or Section 2.19, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment.

  • Obligations Several; Independent Nature of Lenders’ Rights The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

  • Further Assurances and Additional Covenants (a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall, subject to Section 4.03, use reasonable best efforts, prior to, on and after the Distribution Date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws and agreements to consummate and make effective the transactions contemplated by this Agreement.

  • Conditions Precedent and Secured Party’s Rights and Remedies The following Termination Events will be a “Specified Condition” for the party specified (that party being the Affected Party if the Termination Event occurs with respect to that party): With respect to Party A: any Additional Termination Event with respect to which Party A is the sole Affected Party. With respect to Party B: None.

  • Termination and Replacement of Financial Institution The Financial Institution may terminate its rights and obligations under this Agreement if the Secured Party resigns or is removed as Indenture Trustee under the Indenture. The Grantor may terminate the rights and obligations of the Financial Institution if the Financial Institution ceases to be a Qualified Institution. No termination of the Financial Institution will be effective until new Collateral Accounts are established with, and the cash and other financial assets credited to the Collateral Accounts are transferred to, another securities intermediary who has agreed to accept the obligations of the Financial Institution under this Agreement or a similar agreement.

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