Replacement of a Bank. If a Bank (other than the Agent as a Bank) becomes a Replacement Candidate, the Borrower shall have the right to require such Bank to assign to an Eligible Assignee selected by the Borrower and reasonably satisfactory to the Agent (which may be one or more of the Banks) the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate".
Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.2, Section 5.5.1, or Section 11.20(vii), (ii) becomes a Defaulting Bank or otherwise does not fund Revolving Credit Loans in breach of its obligations under Section 2.5 or because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve the extension of the Expiration Date and the Term Loan Maturity Date as contemplated by the Sixth Amendment and the consent of the Required Banks is obtained hereunder (such Bank, a "Declining Bank"), (iv) does not approve any other action as to which its consent is required (other than the consent of the Administrative Agent under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers shall have the right at their option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within ninety (90) days after (v) receipt of such Bank's notice under Section 4.5.2, 5.5.1, or 11.20(vii), (w) the date such Bank has become a Defaulting Bank or otherwise has failed to fund Revolving Credit Loans in breach of its obligations under Section 2.5 or because the making of such Loans would contravene Law applicable to such Bank, (x) the date of obtaining the consent which such Bank has not approved, (y) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2; provided that the Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 and any accrued interest due on such amount and any related fees; provided, however, that the Commitment of such Bank shall be provided by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of an assignment by a Declining Bank under this Section 5.4.2, the remaining Bank(s) or the replacement bank(s) that is or are the assignees of the Declining Bank shall agree at the time of such assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth A...
Replacement of a Bank. In the event any Bank (i) gives notice under Section 2.9, Section 4.4 or Section 5.6.1, (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within ninety (90) days after (x) receipt of such Bank's notice under Section 4.4 or 5.6.1, (y) the date such Bank has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Bank, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided that the Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.6 and any accrued interest due on such amount and any related fees; provided, however, that the Revolving Credit Commitment and any Term Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 10.14 and provided that all Letters of Credit have expired or been terminated or replaced.
Replacement of a Bank. In the event (i) a Bank becomes a Downgraded Bank, (ii) a Bank requests compensation for increased costs pursuant to Article X, (iii) a Bank’s obligation to make Euro-Dollar Loans has been suspended pursuant to Section 10.02, (iv) a Bank requests increased payments pursuant to Section 3.12 or (v) a Bank becomes a Non-Renewing Bank, the Trust shall have the right, provided that no Default or Event of Default shall have occurred and be continuing, to replace such Bank by giving three Business Days’ prior written notice to the Agent and such Bank, specifying the date such Bank’s rights and obligations hereunder shall be terminated; provided, however, that in the case of clause (i) or (v) hereof, the Trust covenants and agrees to use its best efforts (without the expenditure of money for the sole purpose of inducing such replacement) to find a bank to replace any such Downgraded Bank or Non-Renewing Bank pursuant to Section 12.06(c); provided further, however, that in the case of clause (i) hereof, the Trust shall not be required to use its best efforts to find a replacement bank for any such Downgraded Bank if the Trust has received written confirmation from the Rating Agencies pursuant to Section 3.02(c), that the failure to request a Non-Pro Rata Revolving Loan from the Downgraded Bank will not result in the reduction or withdrawal of its current rating, if any, of the Commercial Paper. In the event of a replacement of a Bank pursuant to this Section, such replaced Bank shall assign its rights and obligations hereunder to a replacement bank selected by the Trust upon payment by the replacement bank to such Bank of such Bank’s outstanding Loans and any accrued and unpaid interest thereon, accrued Commitment Fee and any other amounts owed to such Bank and to execute and deliver such documents evidencing such assignment as shall be necessary or reasonably requested by the Trust and the Agent. If a replacement bank is added as a Bank pursuant to clause (i) above in place of a Downgraded Bank whose Bank Commitment has been reduced to zero pursuant to Section 4.02(d), the Bank Commitment of the replacement Bank shall, subject to the limitations contained in Section 4.03, be the amount set forth in the documents evidencing such assignment referred to in the preceding sentence. Prior to adding any replacement bank as a Bank under this Section 4.04, the Rating Agencies shall receive notice of such replacement and the replacement bank shall have (i) paid to the Agent...
Replacement of a Bank. If a Bank sustains or incurs a loss or expense or reduction of income and requests reimbursement therefor from the Borrower pursuant to Sections 4.06(a) or (b), Borrower may within thirty (30) days after the date on which Borrower receives such request notify Agent and such Bank that Borrower desires to replace such Bank with a new bank designated by Borrower in the notice, provided that (i) Borrower shall deliver satisfactory evidence to the Agent that such proposed new bank is a Qualified Bank at least fifteen Business Days prior to such replacement and (ii) Borrower shall have paid any amounts due pursuant to Section 4.06(a) or (b) to the Bank to be replaced on or before such replacement. The Bank to be replaced shall assign all of its Commitment and Loans hereunder to the new bank pursuant to the procedures for assignments contained in Section 11.11(b) below.
Replacement of a Bank. If the Company receives a notice of --------------------- amounts due pursuant to subsection 3.3(a) or subsection 3.3
Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.4 [LIBO-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available] or Section 4.6.1 [Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within ninety (90) days after (x) receipt of such Bank's notice under Section 3.4 [LIBO-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available] or 4.
Replacement of a Bank. In the event any Bank (i)gives notice under Section 4.3 or Section 5.7.1, (ii)does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii)becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within ninety (90)days after (x)receipt of such Bank's notice under Section 4.3 or 5.7.1, (y)the date such Bank has failed to fund
Replacement of a Bank. If any Bank has requested compensation or reimbursement in accordance with the terms of Sections 3.3, 3.4 or 4.4 hereof or any Bank has notified Administrative Agent and Borrowers that its obligation to fund or maintain any portion of the Loan subject to a Eurodollar Tranche has been suspended pursuant to Section 4.3 hereof, and (a) such request or notification is not the result of any uniform changes in the statutes or regulations for capital adequacy or eurodollar deposits generally, (b) there exists no Default or Event of Default hereunder, and (c) Borrowers and such Bank are unable to reach a written agreement regarding such request or suspension within thirty (30) days following written notice by such Bank to Borrowers and Administrative Agent of such request or suspension, then after the expiration of thirty (30) days following the delivery of the notice under Sections 3.3, 3.4, 4.3 or 4.4, Borrowers may replace such Bank in whole with an Assignee reasonably acceptable to Administrative Agent pursuant to an Assignment and Assumption Agreement in accordance with Section 12.10 hereof. Borrowers shall reimburse or compensate any Bank which is replaced in accordance with the terms of Sections 3.3, 3.4 or 4.4 for any amounts accruing prior to the effective date of such replacement.
Replacement of a Bank. In the event the Borrower (i) becomes obligated to pay additional amounts to any Bank pursuant to Sections 3.03 or 3.05, (ii) loses the right to select or convert to Eurodollar Rate Advances pursuant to Section 2.02(c)(i) or (iii) shall be required to prepay a Eurodollar Rate Advance pursuant to Section 2.10 (each such event or condition a "Replacement Event"), unless such Bank has theretofore taken steps to change, and has changed the circumstances giving rise to such Replacement Event, the Borrower may, provided that no Event of Default or event which with the giving of notice or lapse of time or both would be an Event of Default has occurred and is continuing and that the Borrower has satisfied all of its obligations under this Agreement to the Bank which the Borrower intends to replace, designate a Replacement Bank which is reasonably acceptable to the Agent to assume
