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. (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.
(b) The Bank may resign by so notifying the Company. The Company may remove the Bank if:
(i) the Bank is adjudged a bankrupt or an insolvent;
(ii) a receiver or public officer takes charge of the Bank or its property; or
(iii) the Bank becomes incapable of acting.
(i) If the Bank resigns or is removed, the Company shall promptly appoint a successor bank.
(ii) A successor bank shall deliver a written acceptance of its appointment to the retiring Bank and the Company. Thereupon the resignation or removal of the retiring Bank shall become effective and the successor bank shall have all the rights, powers and duties of the Bank under this Bank Agreement. The successor bank shall mail a notice of its succession to Note owners. Upon payment to the retiring Bank of all amounts owed to it under this Bank Agreement, the retiring Bank shall promptly transfer all property held by it under the terms of this Bank Agreement.
(d) If the Bank consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor bank.
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. If the Borrower is required pursuant to Section 3.11 to make any additional payment to any Bank or if any Bank defaults in its obligation to make a Loan or declines to approve an amendment or waiver that is approved by the Required Banks or otherwise becomes a Defaulting Bank (any Bank so affected an “Affected Bank”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Bank as a Bank party to this Agreement, provided that no Default or 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 Borrower and the Agent shall agree, as of such date, to purchase for cash at par the Loan amounts and other obligations due to the Affected Bank under this Agreement and the other Credit Documents pursuant to an assignment substantially in the form of Exhibit E and to become a Bank for all purposes under this Agreement and to assume all obligations of the Affected Bank to be terminated as of such date and to comply with the requirements of Section 9.7 applicable to assignments, and (ii) the Borrower shall pay to such Affected Bank in same day funds on the day of such replacement all interest, fees and other amounts then accrued but unpaid to such Affected Bank by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Bank under Section 3.11.
Replacement of Bank. In the event that any Bank or, to the extent applicable, any Credit Participant (the "Affected Bank"):
(a) fails to perform its obligations to fund any portion of the Loans or to issue any Letter of Credit when required to do so by the terms of the Loan Documents, or fails to provide its portion of any Eurodollar Pricing Option pursuant to Section 3.2.1 or on account of a Bank Legal Requirement as contemplated by Section 3.2.5;
(b) demands payment under the Reserve provisions of Section 3.5, the Tax provisions of Section 3.6, the Capital Adequacy provisions of Section 3.7 or the Regulatory Change provisions in Section 3.8 in an amount the Borrower deems materially in excess of the amounts with respect thereto demanded by the other Banks; or
(c) refuses to consent to a proposed amendment, modification, waiver or other action requiring consent of the holders of 100% of the Percentage Interests under Section 10.6(ii) that is consented to by the other Banks;
Replacement of Bank. If any Bank requests compensation under Section 2.13, or if the Borrower is required to pay any additional amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 2.14, or if any Bank exercises its rights under Section 2.16, or if any Bank fails to execute and deliver a consent, amendment, or waiver to this Agreement requested by the Borrower by the date specified by the Borrower (or gives the Borrower written notice prior to such date of its intention not to do so), or if any Bank is a Defaulting Lender, then the Borrower 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 8.08), all of its interests, rights and obligations under this Agreement and the related 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) the Borrower shall have paid (or made arrangements for such payment) to the Administrative Agent the assignment fee specified in Section 8.08; (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.12) from the assignee and/or the Borrower; (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments thereafter; and (iv) such assignment does not conflict with applicable law.
Replacement of Bank. In the event the condition precedent to extending credit hereunder set forth in Section 9.2(e) hereof has not been satisfied by reason of circumstances which do not similarly affect the Required Banks, then the Borrowers may request other Banks hereunder not affected by such circumstances to assume in full the Commitment then in effect of each Bank affected by such circumstances (such Bank in such case being herein referred to as the "Replaceable Bank"), and to purchase the Notes issued to the Replaceable Bank and its participation in Letters of Credit at a price equal to the outstanding principal amount of such Notes and the Replaceable Bank's share of unpaid Reimbursement Obligations in respect of the Letters of Credit plus any accrued and unpaid interest on such Notes and Reimbursement Obligations plus accrued and unpaid facility and letter of credit fees owed to the Replaceable Bank, and if any Bank or Banks in their sole discretion agree so to assume in full the Commitment of the Replaceable Bank (each an "Assuming Bank"), and after payment by the Borrowers to the Replaceable Bank of all amounts due under the Loan Documents to such Bank (including any amount specified as due in a certificate submitted under Section 4.8 or 12.3 hereof) not so paid by the Assuming Bank, then such assumption shall take place in the manner set forth in subsection (b) below. In the event more than one Bank agrees to so assume the Commitment of the Replaceable Bank, such Assuming Banks shall effect such assumption ratably in accordance with their existing Commitments (but in any event rounded, to the extent possible, to the nearest $1,000,000). In the event no Bank or Banks agrees to assume in full the Commitment of the Replaceable Bank, then the Borrowers may nominate one or more banks not then party to this Agreement so to assume in full the Commitment of the Replaceable Bank, and if such nominated bank or banks are acceptable to the Required Banks (excluding the Replaceable Bank), such assumption shall take place in the manner set forth in subsection (b) below and each such bank or banks shall become a Bank hereunder (each a "New Bank") and the Replaceable Bank shall no longer be a party hereto or have any rights hereunder, except as set forth in Section 15.15 hereof.
Replacement of Bank. In the event that any Bank makes a demand for payment pursuant to (S)(S)6.3, 6.7 or 6.8, or terminates the Commitment of the Bank to make, or convert Loans of another Type to, Eurodollar Rate Loans pursuant to (S)6.6, the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Bank in accordance with this (S)
Replacement of Bank. If the Company becomes obligated to pay additional amounts described in Section 4.04(a) 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 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(a) 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. If the Company becomes obligated to pay additional amounts described in Section 4.04(a) 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 the Administrative 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, fees, and other amounts owing to such Bank, 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(a) 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.
