Common use of Assignments by Banks Clause in Contracts

Assignments by Banks. (a) If (i) a Bank is required to comply with this SECTION 2.20 after a request from the Borrower pursuant to SECTION 2.17, 2.18 or 2.19 or (ii) the Borrower requests that the provisions of this SECTION 2.20 apply to a Bank within ten (10) days after it receives a notice from the Agent that (A) such Bank has failed to make available to the Agent its portion of any DSR Loan on the date required to be made available to the Agent pursuant to this Agreement after the Agent has made written demand upon such Bank for such payment or (B) such Bank has provided the Agent with notice that such Bank shall not make available to the Agent such portion of any DSR Loan required to be made available to the Agent pursuant to this Agreement or (C) such Bank has failed to reimburse the Agent pursuant to the terms of this Agreement, such Bank shall assign all or a part of its proportionate share of the DSR Loans and its commitment to make DSR Loans to a replacement Bank (which may be, but is not required to be, one of the other Banks) designated by the Borrower; PROVIDED that any assignment or transfer made by a Bank to a replacement Bank shall satisfy the following conditions: (i) the Borrower shall promptly pay when due all reasonable fees and expenses which such Bank incurs in connection with such transfer or assignment and (ii) any assignment of all or part of the DSR Loans or obligations shall be made without recourse, representation or warranty, and the Borrower shall cause the replacement Bank to pay to the Agent for the account of the assigning Bank in immediately available funds all amounts outstanding or payable under this Agreement to each Bank assigning its interest in the DSR Loans.

Assignments by Banks. (a) If (i) a Bank is required to comply with this SECTION Section 2.20 after a request from the Borrower pursuant to SECTION Section 2.17, 2.18 or 2.19 or (ii) the Borrower requests that the provisions of this SECTION Section 2.20 apply to a Bank within ten (10) days after it receives a notice from the Agent that (A) such Bank has failed to make available to the Agent its portion of any DSR Loan on the date required to be made available to the Agent pursuant to this Agreement after the Agent has made written demand upon such Bank for such payment or (B) such Bank has provided the Agent with notice that such Bank shall not make available to the Agent such portion of any DSR Loan required to be made available to the Agent pursuant to this Agreement Agree ment or (C) such Bank has failed to reimburse the Agent pursuant to the terms of this Agreement, such Bank shall assign all or a part of its proportionate share of the DSR Loans and its commitment to make DSR Loans to a replacement Bank (which may be, but is not required to be, one of the other Banks) designated by the Borrower; PROVIDED provided that any assignment or transfer made by a Bank to a replacement Bank shall satisfy the following conditions: (i) the Borrower shall promptly pay when due all reasonable fees and expenses which such Bank incurs in connection with such transfer or assignment and (ii) any assignment of all or part of the DSR Loans or obligations shall be made without recourse, representation or warranty, and the Borrower shall cause the replacement replace ment Bank to pay to the Agent for the account of the assigning Bank in immediately available funds all amounts outstanding or payable under this Agreement to each Bank assigning its interest in the DSR Loans.

Assignments by Banks. (a) If (i) a Bank is required to comply with this SECTION Section 2.20 after a request from the Borrower pursuant to SECTION Sections 2.17, 2.18 or 2.19 or (ii) the Borrower requests that the provisions of this SECTION Section 2.20 apply to a Bank within ten (10) days after it receives a notice from the Agent that (A) such Bank has failed to make available to the Agent its portion of any DSR Loan on the date required to be made available to the Agent pursuant to this Agreement after the Agent has made written demand upon such Bank for such payment or (B) such Bank has provided the Agent with notice that such Bank shall not make available to the Agent such portion of any DSR Loan required to be made available to the Agent pursuant to this Agreement or (C) such Bank has failed to reimburse the Agent pursuant to the terms of this Agreement, such Bank shall assign assign, all or a part part, as specified by the Borrower, of its proportionate share of the DSR Loans and its commitment to make DSR Loans Loans, to a replacement Bank (which may be, but is not required to be, one of the other Banks) designated by the Borrower; PROVIDED provided that any assignment or transfer made by a Bank to a replacement Bank shall satisfy the following conditions: (i) the Borrower shall promptly pay when due all reasonable fees and expenses which such Bank incurs in connection with such transfer or assignment and (ii) any assignment of all or part of the DSR Loans or obligations Obligations, shall be made without recourse, representation or warranty, and the Borrower shall cause the replacement Bank to pay to the Agent for the account of the assigning Bank in immediately available funds all amounts outstanding or payable under this Agreement to each Bank assigning its interest in the DSR Loans.

Assignments by Banks. (a) If (i) a Bank is required to comply with this SECTION Section 2.20 after a request from the Borrower pursuant to SECTION Section 2.17, 2.18 or 2.19 or (ii) the Borrower requests that the provisions of this SECTION Section 2.20 apply to a Bank within ten (10) days after it receives a notice from the Agent that (A) such Bank has failed to make available to the Agent its portion of any DSR Loan on the date required to be made available to the Agent pursuant to this Agreement after the Agent has made written demand upon such Bank for such payment or (B) such Bank has provided the Agent with notice that such Bank shall not make available to the Agent such portion of any DSR Loan required to be made available to the Agent pursuant to this Agreement or (C) such Bank has failed to reimburse the Agent pursuant to the terms of this Agreement, such Bank shall assign all or a part of its proportionate share of the DSR Loans and its commitment to make DSR Loans to a replacement Bank (which may be, but is not required to be, one of the other Banks) designated by the Borrower; PROVIDED provided that any assignment or transfer made by a Bank to a replacement Bank shall satisfy the following conditions: (i) the Borrower shall promptly pay when due all reasonable fees and expenses which such Bank incurs in connection with such transfer or assignment and (ii) any assignment of all or part of the DSR Loans or obligations shall be made without recourse, representation or warranty, and the Borrower shall cause the replacement Bank to pay to the Agent for the account of the assigning Bank in immediately available funds all amounts outstanding or payable under this Agreement to each Bank assigning its interest in the DSR Loans. (b) Each Bank agrees that as promptly as practicable after it has made a determination to make a claim for amounts under Section 2.8(b), 2.15, 2.16 or 2.17 with respect to events or conditions arising after the date hereof, it shall notify the Borrower of the same and use commercially reasonable efforts (consistent with legal and regulatory restrictions and such Bank's internal policies) to mitigate the effect of such provisions on the Borrower, including (i) in the case of Section 2.15, 2.16 or 2.17, efforts to make, fund, issue or maintain its DSR Loans or the Debt Service Reserve Letter of Credit, as relevant, through another office of such Bank and (ii) in the case of Section 2.8(b), efforts to reemploy amounts held by such Bank, (x) if as a result thereof the additional moneys which would otherwise be required to be paid to such Bank pursuant to any of such provisions of this Agreement would be reduced, or the illegality or other adverse circumstances which would otherwise require a prepayment of such DSR Loans or the suspension of the issuance of, or of drawings under, the Debt Service Reserve Letter of Credit pursuant to any of such provisions would cease to exist, and (y) if, as determined by such Bank in good faith, the making, funding, issuing or maintaining of such DSR Loan or the Debt Service Reserve Letter of Credit, or the making of drawings under the Debt Service Reserve Letter of Credit through such other office would not otherwise adversely affect such Bank.

Assignments by Banks. (a) If (i) a Bank is required to comply with this SECTION Section 2.20 after a request from the Borrower pursuant to SECTION Section 2.17, 2.18 or 2.19 or (ii) the Borrower requests that the provisions of this SECTION Section 2.20 apply to a Bank within ten (10) days after it receives a notice from the Agent that (A) such Bank has failed to make available to the Agent its portion of any DSR Loan on the date required to be made available to the Agent pursuant to this Agreement after the Agent has made written demand upon such Bank for such payment or (B) such Bank has provided the Agent with notice that such Bank shall not make available to the Agent such portion of any DSR Loan required to be made available to the Agent pursuant to this Agreement or (C) such Bank has failed to reimburse the Agent pursuant to the terms of this Agreement, such Bank shall assign all or a part of its proportionate share of the DSR Loans and its commitment to make DSR Loans to a replacement Bank (which may be, but is not required to be, one of the other Banks) designated by the Borrower; PROVIDED , provided that any assignment or transfer made by a Bank to a replacement Bank shall satisfy the following conditions: (i) the Borrower shall promptly pay when due all reasonable fees and expenses which such Bank incurs in connection with such transfer or assignment and (ii) any assignment of all or part of the DSR Loans or obligations shall be made without recourse, representation or warranty, and the Borrower shall cause the replacement Bank to pay to the Agent for the account of the assigning Bank in immediately available funds all amounts outstanding or payable under this Agreement to each Bank assigning its interest in the DSR Loans. (b) Each Bank agrees that as promptly as practicable after it has made a determination to make a claim for amounts under Section 2.8(b), 2.15, 2.16 or 2.17 with respect to events or conditions arising after the date hereof, it shall notify the Borrower of the same and use commercially reasonable efforts (consistent with legal and regulatory restrictions and such Bank's internal policies) to mitigate the effect of such provisions on the Borrower, including (i) in the case of Section 2.15, 2.16 or 2.17, efforts to make, fund, issue or maintain its DSR Loans or the Debt Service Reserve Letter of Credit, as relevant, through another office of such Bank and (ii) in the case of Section 2.8(b), efforts to reemploy amounts held by such Bank, in each case (x) if as a result thereof the additional moneys which would otherwise be required to be paid to such Bank pursuant to any of such provisions of this Agreement would be reduced, or the illegality or other adverse circumstances which would otherwise require a prepayment of such DSR Loans or the suspension of the issuance of, or of drawings under, the Debt Service Reserve Letter of Credit pursuant to any of such provisions would cease to exist, and (y) if, as determined by such Bank in good faith, the making, funding, issuing or maintaining of such DSR Loan or the Debt Service Reserve Letter of Credit, or the making of drawings under the Debt Service Reserve Letter of Credit through such other office would not otherwise adversely affect such Bank.

Assignments by Banks. (a) If In the event that (i) a Bank is required to comply with this SECTION 2.20 Section 2.19 after a request from the Borrower Company pursuant to SECTION 2.17Sections 2.17 or 2.18, 2.18 or 2.19 or (ii) the Borrower Company or the Issuing Bank requests that the provisions of this SECTION 2.20 Section 2.19 apply to a Bank within ten (10) 10 days after it the Company receives a notice from the Agent that (Aa) such Bank has failed to make available to the Agent its portion of any DSR CP LOC Loan on the date required to be made available to the Agent pursuant to this Agreement after the Agent has made written demand upon such Bank for such payment or payment, (Bb) such Bank has provided the Agent with notice that such Bank shall not make available to the Agent such portion of any DSR CP LOC Loan required to be made available to the Agent pursuant to this Agreement or (Cc) such Bank has failed to reimburse the Agent pursuant to the terms of this Agreement, or (iii) the Issuing Bank requests that the provisions of this Section 2.19 apply to a Bank in the event the long-term debt rating of such Bank shall at any time be less than a rating of "A" or the equivalent by S&P or by Xxxxx'x, then such Bank shall assign all or a part of its proportionate share of the DSR CP LOC Loans and its commitment to make DSR Loans Commitment to a replacement Bank (which may be, but is not required to be, one of the other Banks, and shall be subject to the prior written consent of the Issuing Bank) designated by the BorrowerCompany; PROVIDED provided, that any assignment or transfer made by a Bank to a replacement Bank shall satisfy substantially be in the following conditions: (i) form of Exhibit C hereto, and any assignment of all or part of the Borrower CP LOC Loans or other obligations with respect to the CP Letter of Credit shall be made without recourse, representation or warranty. The Company shall promptly pay when due all reasonable fees and expenses which such Bank incurs in connection with such transfer or assignment and (ii) any assignment of all or part of the DSR Loans or obligations shall be made without recourse, representation or warranty, and the Borrower Company shall cause the replacement Bank to pay to the Agent for the account of the assigning Bank in immediately available funds all amounts outstanding or payable under this Agreement to each Bank assigning its interest in the DSR LoansCP LOC Loans or other obligations with respect to the CP Letter of Credit.

Assignments by Banks. (a) If (i) a Bank is required to comply with this SECTION 2.20 Section 2.18 after a request from the Borrower pursuant to SECTION 2.17Sections 2.15, 2.18 2.16 or 2.19 2.17 or (ii) the Borrower requests that the provisions of this SECTION 2.20 Section 2.18 apply to a Bank within ten (10) days after it receives a notice from the Agent that (A) such Bank has failed to make available to the Agent its portion of any DSR Loan on the date required to be made available to the Agent pursuant to this Agreement after the Agent has made written demand upon such Bank for such payment or (B) such Bank has provided the Agent with notice that such Bank shall not make available to the Agent such portion of any DSR Loan required to be made available to the Agent pursuant to this Agreement or (C) such Bank has failed to reimburse the Agent pursuant to the terms of this Agreement, such Bank shall assign assign, all or a part part, as specified by the Borrower, of its proportionate share of the DSR Loans and its commitment to make DSR Loans Commitment, to a replacement Bank (which may be, but is not required to be, one of the other Banks) designated by the Borrower; PROVIDED provided that any assignment or transfer made by a Bank to a replacement Bank shall satisfy the following conditions: (i) the Borrower shall promptly pay when due all reasonable fees and expenses which such Bank incurs in connection with such transfer or assignment and (ii) any assignment of all or part of the DSR Loans or obligations Obligations shall be made without recourse, representation or warranty, and the Borrower shall cause the replacement Bank to pay to the Agent for the account of the assigning Bank in immediately available funds all amounts outstanding or payable under this Agreement to each such Bank assigning its interest in the DSR Loans.

Assignments by Banks. (a) If (i) a Bank is required to comply with this SECTION Section 2.20 after a request from the Borrower pursuant to SECTION Sections 2.17, 2.18 or 2.19 or (ii) the Borrower requests that the provisions of this SECTION Section 2.20 apply to a Bank within ten (10) days after it receives a notice from the Agent that (A) such Bank has failed to make available to the Agent its portion of any DSR Loan on the date required to be made available to the Agent pursuant to this Agreement after the Agent has made written demand upon such Bank for such payment or (B) such Bank has provided the Agent with notice that such Bank shall not make available to the Agent such portion of any DSR Loan required to be made available to the Agent pursuant to this Agreement or (C) such Bank has failed to reimburse the Agent pursuant to the terms of this Agreement, such Bank shall assign assign, all or a part part, as specified by the Borrower, of its proportionate share of the DSR Loans and its commitment to make DSR Loans Commitment, to a replacement Bank (which may be, but is not required to be, one of the other Banks) designated by the Borrower; PROVIDED provided that any assignment or transfer made by a Bank to a replacement Bank shall satisfy the following conditions: (i) the Borrower shall promptly pay when due all reasonable fees and expenses which such Bank incurs in connection with such transfer or assignment and (ii) any assignment of all or part of the DSR Loans or other obligations with respect to any Letter of Credit, shall be made without recourse, representation or warranty, and the Borrower shall cause the replacement Bank to pay to the Agent for the account of the assigning Bank in immediately available funds all amounts outstanding or payable under this Agreement to each Bank assigning its interest in the DSR LoansLoans or other obligations with respect to any Letter of Credit.