Replacement of Bank. If (x) the Applicant is required pursuant to Section 9.1(a) or 9.1(b) to make any additional payment to any Bank or if any Bank’s obligation to continue, or to convert Liquidity Advances into, Eurodollar Advances shall be suspended pursuant to Section 2.15 (any Bank so affected an “Affected Bank”) or (y) any Bank becomes a Defaulting Bank, the Applicant may elect to replace the Commitment and participations in the Letter of Credit of such Affected Bank or Defaulting Bank, as applicable, provided that no Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Applicant and the Administrative Agent shall agree, as of such date, to purchase for cash (to the extent of the principal amount of such Affected Bank’s or Defaulting Bank’s, as applicable, Liquidity Advances and accrued interest and fees and other reimbursable amounts then due and payable) and otherwise assume the Commitment and participation in the Letter of Credit of, and other Obligations then due to, such Affected Bank or Defaulting Bank, as applicable, pursuant to an Assignment and Assumption and to become a Bank for all purposes under this Agreement and to assume all obligations of such Affected Bank or Defaulting Bank, as applicable, to be replaced as of such date and to comply with the requirements of Section 9.7 applicable to assignments, (ii) the Applicant shall pay to such Affected Bank or Defaulting Bank, as applicable, in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Bank or Defaulting Bank, as applicable, by the Applicant hereunder to and including the date of replacement, including without limitation payments due to such Affected Bank or Defaulting Bank, as applicable, under Sections 9.1(a) and 9.1(b), and (B) an amount, if any, equal to the payment which would have been due to such Bank on the day of such replacement under Section 9.1(c) had the Eurodollar Advances of such Affected Bank or Defaulting Bank, as applicable, been prepaid on such date rather than sold to the replacement Bank, in each case to the extent not paid by the purchasing Bank, and (iii) concurrently with the effectiveness of such replacement, such Affected Bank or Defaulting Bank, as applicable, shall be released with respect to its Commitment, such Commitment shall be t...
Replacement of Bank. Each Bank agrees that, upon the occurrence of any event set forth in Sections 9.1, 9.3 and 11.1, such Bank will use reasonable efforts to book and maintain its Loans through a different Lending Office or to transfer its Loans to an Affiliate with the objective of avoiding or minimizing the consequences of such event; provided that such booking or transfer is not otherwise disadvantageous to such Bank as determined by such Bank in its sole and absolute discretion. If any Bank has demanded to be paid additional amounts pursuant to Sections 9.1, 9.3 and 11.1, and the payment of such additional amounts are, and are likely to continue to be, more onerous in the reasonable judgment of Borrower than with respect to the other Banks, then Borrower shall have the right at any time when no Default or Event of Default shall have occurred and be continuing to seek one or more financial institutions which are not Affiliates of Borrower (each, a “Replacement Bank”) to purchase with the written consent of the Administrative Agent (which consent shall not be (x) required if such proposed Replacement Bank is already a Bank, or an Affiliate of a Bank, or (y) unreasonably delayed or withheld) the outstanding Loans and Commitments of such Bank (the “Affected Bank”), and if Borrower locate a Replacement Bank, the Affected Bank shall, upon
Replacement of Bank. (a) A resignation or removal of the Bank and appointment of a successor bank shall become effective only upon the successor bank's acceptance of appointment as provided in this Section 10.
Replacement of Bank. If any Lender has demanded compensation under Section 5.01(c), the Borrower shall have the right (so long as no Default or Event of Default shall be in existence) with the assistance of the Administrative Agent, to seek a Lender or Lenders mutually acceptable to the Borrower and the Administrative Agent to purchase the Notes and assume the Commitments of such Lender.
Replacement of Bank. In the event that any Bank or, to the extent applicable, any Credit Participant (the "Affected Bank"):
Replacement of Bank. (a) If such circumstances as are referred to in clause 15.1 shall arise, the Agent, at the request of the Borrower, will consult with the Borrower with a view to identifying and approaching bank(s) and financial institution(s) acceptable to the Borrower who may be willing to become party to this Agreement as Bank(s) in replacement for the relevant Bank(s).
Replacement of Bank. If (i) any Bank requests compensation under Section 8.03, (ii) any Bank gives a notice pursuant to Section 8.02, (iii) any Obligor is required to pay any Indemnified Taxes or additional amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 2.15 or (iv) any Bank is a Defaulting Bank, then PFI 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 contained in, and consents required by, Section 9.06(c)), all of its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that (i) PFI shall have paid to the Administrative Agent the processing and recordation 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 applicable Borrower (in the case of all other amounts); and (iii) 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 PFI to require such assignment and delegation cease to apply.
Replacement of Bank. In the event that any of the Banks becomes a Delinquent Bank and remains so for ten (10) Business Days after written notice thereof to the Agent from the Borrower and to the Delinquent Bank from the Borrower and/or the Agent, the Agent and the Borrower shall exercise good faith efforts to reach mutual agreement on and to implement (i) a means of replacing the Delinquent Bank with another bank or banks or (ii) the purchase of the Delinquent Bank's Pro Rata Share of the Loans, the LC Exposures and the Commitment by some or all of the other Banks. Each Bank agrees that in the event that it becomes a Delinquent Bank, it shall take all such actions as may be reasonably requested by the Borrower and/or the Agent to permit its replacement and/or purchase of its Pro Rata Shares of the Loans, the LC Exposures and the Commitment at no more than the outstanding principal amount of such Pro Rata Share of the Loans plus accrued interest thereon and the LC Exposures and that it shall indemnify the Borrower and the Agent from and against all out-of-pocket loss, cost or expense (including reasonable attorney's fees) reasonably incurred by the Borrower and the Agent to document such replacement and/or purchase (excluding any costs or expenses arising under Section 2.02(c), 2.10(d) or 2.10(e)). The indemnification set forth in this Section 2.15 shall not be deemed to limit any rights or remedies of the Borrower or any Bank against the Delinquent Bank.
Replacement of Bank. If the Company becomes obligated to pay additional amounts described in Section 4.04(b)(i) or (ii) as a result of any condition described in such section and payment of such amount is demanded by any Bank, then the Company may, on ten business days' prior written notice to Page 39 the Agent and such Bank, cause such Bank to (and such Bank shall) assign all of its rights and obligations under this Agreement to a Bank or other entity selected by the Company for a purchase price equal to the outstanding principal amount of such Bank's Loans and all accrued interest and fees, provided that in no event shall the assigning Bank be required to pay or surrender to such purchasing Bank or other entity any of the fees received by such assigning Bank pursuant to this Agreement. The Company shall remain obligated to pay to such assigning Bank all additional amounts described in Section 4.04(b) arising on or prior to the date of such assignment as a result of any condition described in such section and demanded by any Bank.
Replacement of Bank. (a) In the event that any Bank makes a demand for payment under (S)5.6 or (S)5.7, the Borrower may within one hundred twenty (120) days of such demand, if no Event of Default or Default then exists, (i) reduce the Total Commitment, in the full amount of such Bank's Commitment and repay such Bank in full or (ii) replace such Bank with an Eligible Assignee in accordance with (S)19.1 (including execution of an appropriate Assignment and Acceptance Agreement). If the Borrower accomplishes the replacement or repayment of such Bank within 120 days following the demand, the Borrower shall only owe any such Banks amounts under (S)5.5, (S)5.6 or (S)5.7, as applicable, hereof through the date of replacement or repayment. If the Borrower does not accomplish either replacement or repayment of such Bank within such 120 days, the Borrower shall owe such Bank in accordance with the terms of any written agreement reached between Bank and the Borrower, and, if no such agreement has been reach, the Borrower shall owe such Bank in accordance with the terms and provisions of (S)5.5, (S)5.6 or (S)5.7, as applicable. If the Total Commitment is reduced by the Borrower pursuant to this (S)5.11(a), the Borrower and the Banks agree that the Commitment Percentages of each Bank will be automatically ratably adjusted to reflect such reduction of the Total Commitment.
