Common use of Replacement of a Bank Clause in Contracts

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] or Section 4.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), or (iv) has failed to consent to a proposed modification, amendment or waiver which pursuant to the terms of Section 10.1 or any other provision of any Loan Document requires the consent of all of the Banks and with respect to which the Super-Majority Required Banks shall have granted their consent, then the Borrower shall have the right at its option, if no Event of Default or Potential Default then exists and with the consent of the Administrative Agent, which shall not be unreasonably withheld, (a) within ninety (90) days after (x) receipt of such Bank's notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] or 4.6.1 [Increased Costs, Etc.], (y) the date such Bank has failed to fund Revolving Credit Loans or Bid 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, or (b) within ninety (90) days after such Bank has failed to consent to a proposed modification, amendment or waiver, to prepay the Loans of such Bank in whole (together with all interest accrued thereon and any amounts required under Section 4.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees) and terminate such Bank's Commitment or to have such Bank's Commitment and any Bid Loan of such Bank replaced by one or more of the remaining Banks or a replacement bank acceptable to the Administrative Agent pursuant to Section 10.11 hereof; provided, that the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such Bank; provided, further to the extent the Borrower elects to replace a Bank which gave the Borrower notice under Section 3.4

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] 2.12 or Section 4.6.1 [Increased Costs, Etc.]2.13, (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such BankBank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), (iv) is an Impacted Bank or (ivv) has failed to consent to a proposed modification, amendment or waiver which pursuant to the terms of Section 10.1 9.02 or any other provision of any Loan Document requires the consent of all of the Banks and with respect to which the Super-Majority Required Banks shall have granted their consent, then the Borrower shall have the right at its option, if no Event of Default or Potential Default then exists and with the consent of the Administrative Agent, which shall not be unreasonably withheld, (a) within ninety (90) days after (xw) receipt of such 110 264674781 265265096 Bank's notice under Section 3.4 [Euro-Rate Unascertainable2.12, Etc.] or 4.6.1 [Increased Costs, Etc.]Section 2.13, (yx) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such BankBank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, (zy) the date such Bank became subject to the control of an Official BodyBody or (z) the date such Bank became an Impacted Bank, as applicable, or (b) within ninety (90) days after such Bank has failed to consent to a proposed modification, amendment or waiver, the Borrower may, at its option and in its sole discretion, elect to prepay the Loans of such Bank in whole (together with all interest accrued thereon and any amounts required under Section 4.6 [Additional Compensation in Certain Circumstances] 2.12 and any accrued interest due on such amount and any related fees) and terminate such Bank's Commitment or to have such Bank's Commitment and any Bid Loan of such Bank replaced by one or more of the remaining Banks or a replacement bank acceptable to the Administrative Agent pursuant to Section 10.11 8.17(A) hereof; provided, that the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments; provided, further to the extent the Borrower elects to replace a Bank which gave the Borrower notice under Section 3.42.12 or 2.13 or which failed to fund a Revolving Credit Loan because the making of such Loans would contravene any Law applicable to such Bank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, it shall be obligated to remove or replace, as the case may be, all Banks that have made similar requests for compensation pursuant to Section 2.12 or Section 2.13 or who have failed to fund such Revolving Credit Loans. Notwithstanding the foregoing, (i) the Agent may only be replaced subject to the requirements of Section 8.09 and (ii) any applicable Issuing Bank may only be replaced subject to the requirements that all Letters of Credit issued by such Issuing Bank have expired or been terminated or replaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] 2.12 or Section 4.6.1 [Increased Costs, Etc.]2.13, (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such BankBank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), (iv) is an Impacted Bank or (ivv) has failed to consent to a proposed modification, amendment or waiver which pursuant to the terms of Section 10.1 9.02 or any other provision of any Loan Document requires the consent of all of the Banks and with respect to which the Super-Majority Required Banks shall have granted their consent, then the Borrower shall have the right at its option, if no Event of Default or Potential Default then exists and with the consent of the Administrative Agent, which shall not be unreasonably withheld, (a) within ninety (90) days after (xw) receipt of such Bank's notice under Section 3.4 [Euro-Rate Unascertainable2.12, Etc.] or 4.6.1 [Increased Costs, Etc.]Section 2.13, (yx) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such BankBank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, (zy) the date such Bank became subject to the control of an Official BodyBody or (z) the date such Bank became an Impacted Bank, as applicable, or (b) within ninety (90) days after such Bank has failed to consent to a proposed modification, amendment or waiver, the Borrower may, at its option and in its sole discretion, elect to prepay the Loans of such Bank in whole (together with all interest accrued thereon and any amounts required under Section 4.6 [Additional Compensation in Certain Circumstances] 2.12 and any accrued interest due on such amount and any related fees) and terminate such Bank's Commitment or to have such Bank's Commitment and any Bid Loan of such Bank replaced by one or more of the remaining Banks or a replacement bank acceptable to the Administrative Agent pursuant to Section 10.11 8.17(A) hereof; provided, that the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments; provided, further to the extent the Borrower elects to replace a Bank which gave the Borrower notice under Section 3.42.12 or 2.13 or which failed to fund a Revolving Credit Loan because the making of such Loans would contravene any Law applicable to such Bank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, it shall be obligated to remove or replace, as the case may be, all Banks that have made similar requests for compensation pursuant to Section 2.12 or Section 2.13 or who have failed to fund such Revolving Credit Loans. Notwithstanding the foregoing, (i) the Agent may only be replaced subject to the requirements of Section 8.09 and (ii) any applicable 117 270034751 270134563 Issuing Bank may only be replaced subject to the requirements that all Letters of Credit issued by such Issuing Bank have expired or been terminated or replaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] 2.12 or Section 4.6.1 [Increased Costs, Etc.]2.13, (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such BankBank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), (iv) is an Impacted Bank or (ivv) has failed to consent to a proposed modification, amendment or waiver which pursuant to the terms of Section 10.1 9.02 or any other provision of any Loan Document requires the consent of all of the Banks and with respect to which the Super-Majority Required 100 Banks shall have granted their consent, then the Borrower shall have the right at its option, if no Event of Default or Potential Default then exists and with the consent of the Administrative Agent, which shall not be unreasonably withheld, (a) within ninety (90) days after (xw) receipt of such Bank's notice under Section 3.4 [Euro-Rate Unascertainable2.12, Etc.] or 4.6.1 [Increased Costs, Etc.]Section 2.13, (yx) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such BankBank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, (zy) the date such Bank became subject to the control of an Official BodyBody or (z) the date such Bank became an Impacted Bank, as applicable, or (b) within ninety (90) days after such Bank has failed to consent to a proposed modification, amendment or waiver, the Borrower may, at its option and in its sole discretion, elect to prepay the Loans of such Bank in whole (together with all interest accrued thereon and any amounts required under Section 4.6 [Additional Compensation in Certain Circumstances] 2.12 and any accrued interest due on such amount and any related fees) and terminate such Bank's Commitment or to have such Bank's Commitment and any Bid Loan of such Bank replaced by one or more of the remaining Banks or a replacement bank acceptable to the Administrative Agent pursuant to Section 10.11 8.17(A) hereof; provided, that the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments; provided, further to the extent the Borrower elects to replace a Bank which gave the Borrower notice under Section 3.42.12 or 2.13 or which failed to fund a Revolving Credit Loan because the making of such Loans would contravene any Law applicable to such Bank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, it shall be obligated to remove or replace, as the case may be, all Banks that have made similar requests for compensation pursuant to Section 2.12 or Section 2.13 or who have failed to fund such Revolving Credit Loans. Notwithstanding the foregoing, (i) the Agent may only be replaced subject to the requirements of Section 8.09 and (ii) any applicable Issuing Bank may only be replaced subject to the requirements that all Letters of Credit issued by such Issuing Bank have expired or been terminated or replaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] 2.12 or Section 4.6.1 [Increased Costs, Etc.]2.13, (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such BankBank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), (iv) is an Impacted Bank or (ivv) has failed to consent to a proposed modification, amendment or waiver which pursuant to the terms of Section 10.1 9.02 or any other provision of any Loan Document requires the consent of all of the Banks and with respect to which the Super-Majority Required Banks shall have granted their consent, then the Borrower shall have the right at its option, if no Event of Default or Potential Default then exists and with the consent of the Administrative Agent, which shall not be unreasonably withheld, (a) within ninety (90) days after (xw) receipt of such Bank's notice under Section 3.4 [Euro-Rate Unascertainable2.12, Etc.] or 4.6.1 [Increased Costs, Etc.]Section 2.13, (yx) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such BankBank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, (zy) the date such Bank became subject to the control of an Official BodyBody or (z) the date such Bank became an Impacted Bank, as applicable, or (b) within ninety (90) days after such Bank has failed to consent to a proposed modification, amendment or waiver, the Borrower may, at its option and in its sole discretion, elect to prepay the Loans of such Bank in whole (together with all interest accrued thereon and any amounts required under Section 4.6 [Additional Compensation in Certain Circumstances] 2.12 and any accrued interest due on such amount and any related fees) and terminate such Bank's Commitment or to have such Bank's Commitment and any Bid Loan of such Bank replaced by one or more of the remaining Banks or a replacement bank acceptable to the Administrative Agent pursuant to Section 10.11 8.17(A) hereof; provided, that the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments; provided, further to the extent the Borrower elects to replace a Bank which gave the Borrower notice under Section 3.42.12 or 2.13 or which failed to fund a Revolving Credit Loan because the making of such Loans would contravene any Law applicable to such Bank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, it shall be obligated to remove or replace, as the case may be, all Banks that have made similar requests for compensation pursuant to Section 2.12 or Section 2.13 or who have failed to fund such Revolving Credit Loans. Notwithstanding the foregoing, (i) the Agent may only be replaced subject to the requirements of Section 8.09 and (ii) any applicable Issuing Bank may only be replaced subject to the requirements that all Letters of Credit issued by such Issuing Bank have expired or been terminated or replaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] 3.4.2 or Section 4.6.1 [Increased Costs4.5.1, Etc.]or fails to make its Currency Participation and shall be deemed to have assigned its interest in the Optional Currency Loan to the Fronting Bank, in either case, as set forth in Section 2.13, (ii) becomes a Defaulting Bank or otherwise does not fund Revolving Credit Loans in breach of its obligations under Section 2.5 or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which consent of the Required Banks is requested by the Borrowers and obtained hereunder, (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), or (ivv) has failed which is not a Non-Fronting Bank, gives notice under Section 2.10.2 or Section 2.10.3, or fails to consent to a proposed modification, amendment or waiver which pursuant to the terms of Section 10.1 or any other provision of any Loan Document requires the consent of all of the Banks and with respect to which the Super-Majority Required Banks shall have granted their consentfund an Optional Currency Loan, then the Borrower Borrowers shall have the right at its their option, if no Event of Default or Potential Default then exists and with the consent of the Administrative Agent, which shall not be unreasonably withheld, (a) 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 (xv) receipt of such Bank's ’s notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] 3.4.2 or 4.6.1 [Increased Costs, Etc.]4.5.1, (yw) 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 Bid Loans because the making of such Loans would contravene Law applicable to such Bank, or (zx) 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 notice under Sections 2.10.2 or 2.10.3, as applicable, or (b) within ninety (90) days after ; provided that the Borrowers shall also pay to such Bank has failed to consent to a proposed modification, amendment or waiver, to prepay at the Loans time of such Bank in whole (together with all interest accrued thereon and prepayment any amounts required under Section 4.6 [Additional Compensation in Certain Circumstances] 4.5 and any accrued interest due on such amount and any related fees) and terminate such Bank's ; provided, however, that the Commitment or to have such Bank's Commitment and any Bid Loan of such Bank replaced shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Administrative Agent pursuant to Section 10.11 hereofAgent; provided, that further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the event none of the Banks or any replacement bank acquire the Commitments or provide of the Bid Loan Defaulting Bank the Borrower may terminate such Defaulting Bank’s Commitment and reduce the aggregate Commitments of all of the Banks by the amount of such Defaulting Bank; provided, further ’s terminated Commitment subject to the extent provisions (other than the Borrower elects pro rata provisions) set for the in Section 4.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 4.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to replace a Bank which gave the Borrower notice under requirements of Section 3.49.14 and provided that all Letters of Credit have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.