Common use of Replacement of Bank Clause in Contracts

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 at any time (a) any of the provisions of Sections 2.11, 2.12 or 2.13 become applicable to and are utilized by any Bank so as to cause the Borrower to pay any material amount to such Bank under any such Section, (b) any Bank gives a notice pursuant to Section 2.03(c)(i) or 2.03(c)(iv), or (c) a Bank becomes a Nonconsenting Bank (as hereinafter defined), the Borrower shall have the right to replace such Bank with another Person; provided that (i) such new Person shall be acceptable to the Agent and such new Person shall execute an Assignment and Acceptance, (ii) the Borrower shall have no right to replace the Agent in its capacity as a Bank, (iii) neither the Agent, nor any Bank, shall have any obligation to the Borrower to find such other Person, and (iv) in the event of a replacement of a Nonconsenting Bank or a Bank utilizing Section 2.03, 2.11, 2.12 or 2.13, in order for the Borrower to be entitled to replace such a Bank, such replacement must take place no later than 180 days after (A) the date the Nonconsenting Bank shall notify Borrower and the Agent of its failure to agree to any requested consent, waiver or other modification, (B) the Bank demanded payment under Section 2.11, 2.12 or 2.13, as applicable, or (C) the Bank gave notice under Section 2.03. Each Bank (other than the Agent) agrees to its replacement at the option of the Borrower pursuant to this Section 2.14 and in accordance with Section 9.06; provided that the successor Bank shall purchase without recourse such Bank's interest in the Obligations of the Borrower to such Bank for cash in an aggregate amount equal to aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Eurodollar Rate Advances, all other fees (if any) applicable thereto and all other amounts then owing to such Bank hereunder or under any other Credit Document and the Borrower and its Subsidiaries shall execute a release addressed to such Bank releasing such Bank from all claims arising in connection with the Credit Documents. In the event that (x) the Borrower or Agent has requested a Bank to consent to a departure or waiver of any of the Banks becomes a Delinquent Bank and remains so for ten provisions of the Credit Documents or to agree to any other modification thereto, (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 (iiy) the purchase consent, waiver or other modification in question requires the agreement of the Delinquent Bank's Majority Banks or Banks, as the case may be, in accordance with the terms of Section 9.01 and (z) Banks holding at least 80% of the unpaid principal amounts outstanding under the Notes (or if no such amounts are outstanding, 80% of the Pro Rata Share of the LoansPercentages) have agreed to such consent, the LC Exposures and the Commitment by some waiver or all of the other Banks. Each modification, then any Bank agrees that in the event that it becomes a Delinquent Bankwho does not agree to such consent, it waiver or other modification 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 a Nonconsenting Bank.

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 Borrower, Agent and/or the other Banks, in each case, with copies of such notice to each other party to this Agreement, Agent, the Agent Borrower and the Borrower other Banks 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 Loans 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 Borrower, Agent and/or the Agent other Banks at the Delinquent Bank's sole cost and expense to permit its replacement and/or purchase of its Pro Rata Shares of the Loans, the LC Exposures Loans 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 and hold harmless the Borrower Borrower, Agent and the Agent other Banks from and against all out-of-pocket loss, cost or expense (including reasonable attorney's fees) reasonably incurred by resulting from its acts or omissions in becoming and being a Delinquent Bank or resulting from replacement of the Borrower Delinquent Bank and/or purchase of the Delinquent Bank's Pro Rata Share of the Loans and the Agent to document such replacement and/or purchase (excluding Commitment including, without limitation, any costs or expenses arising under Section 2.02(c), 2.10(d2.02(C) and/or 2.10(D) or 2.10(e))(E) and all out-of-pocket costs and expenses incurred by any of the Borrower, Agent or the other Banks in connection with any resulting necessary amendments of this Agreement, any of the Notes, any of the Related Documents and/or any other document, instrument or agreement entered into in connection therewith which result from replacement of such Delinquent Bank and/or purchase of such Delinquent Bank's Pro Rata Shares of the Loans and the Commitment, but excluding any credit risk of any Banks which purchase all or any part of the Delinquent Bank's Pro Rata Share of the Loans. The indemnification indemnifications 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.