Common use of Replacement of Bank Clause in Contracts

Replacement of Bank. (a) In the event that any Bank makes a demand for payment under Section 5.7 or Section 5.8 or notifies the Agent of any circumstances requiring payment pursuant to Section 5.6, the Borrower may within one hundred twenty (120) days of such demand, if no Event of Default or Default then exists, (i) reduce the commitment in the full amount of such Bank's Commitment Percentage of the Commitment and repay such Bank in full or (ii) replace such Bank with an Eligible Assignee in accordance with Section 19 (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 Bank amounts under Section 5.6, Section 5.7 or Section 5.8, 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 reached, the Borrower shall owe such Bank in accordance with the terms and provisions of Section 5.6, Section 5.7 or Section 5.8, as applicable. If the Commitment is reduced by the Borrower pursuant to this Section 5.13(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 Commitment. Each Bank agrees to the automatic readjustment of each remaining Bank's contingent liabilities under Section 4.1.4 according to the new (adjusted) Commitment Percentages.

Replacement of Bank. (a) In the event that any 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 makes 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 demand for payment under Section 5.7 or Section 5.8 or notifies price equal to the Agent of any circumstances requiring payment pursuant to Section 5.6, the Borrower may within one hundred twenty (120) days of such demand, if no Event of Default or Default then exists, (i) reduce the commitment in the full outstanding principal amount of such Notes and the Replaceable Bank's Commitment Percentage 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 repay 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 full 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 (iib) replace below. In the event more than one Bank agrees to so assume the Commitment of the Replaceable Bank, such Bank with an Eligible Assignee Assuming Banks shall effect such assumption ratably in accordance with Section 19 their existing Commitments (including execution of an appropriate Assignment and Acceptance Agreementbut in any event rounded, to the extent possible, to the nearest $1,000,000). If In the Borrower accomplishes the replacement event no Bank or repayment of such Bank within 120 days following the demand, the Borrower shall only owe any such Bank amounts under Section 5.6, Section 5.7 or Section 5.8, 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 Banks agrees to assume in accordance with the terms of any written agreement reached between Bank and the Borrower, and, if no such agreement has been reached, the Borrower shall owe such Bank in accordance with the terms and provisions of Section 5.6, Section 5.7 or Section 5.8, as applicable. If full the Commitment is reduced by the Borrower pursuant to this Section 5.13(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 Commitment. Each Bank agrees to the automatic readjustment of each remaining Bank's contingent liabilities under Section 4.1.4 according to the new (adjusted) Commitment Percentages.the

Replacement of Bank. (a) In the event that any 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 makes 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 demand for payment under Section 5.7 or Section 5.8 or notifies price equal to the Agent of any circumstances requiring payment pursuant to Section 5.6, the Borrower may within one hundred twenty (120) days of such demand, if no Event of Default or Default then exists, (i) reduce the commitment in the full outstanding principal amount of such Notes and the Replaceable Bank's Commitment Percentage 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 repay 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 full 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 (iib) replace below. In the event more than one Bank agrees to so assume the Commitment of the Replaceable Bank, such Bank with an Eligible Assignee Assuming Banks shall effect such assumption ratably in accordance with Section 19 their existing Commitments (including execution of an appropriate Assignment and Acceptance Agreementbut in any event rounded, to the extent possible, to the nearest $1,000,000). If In the Borrower accomplishes event no Bank or Banks agrees to assume in full the replacement Commitment of the Replaceable Bank, then the Borrowers may nominate one or repayment 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 within 120 days following the demand, the Borrower shall only owe any such Bank amounts under Section 5.6, Section 5.7 or Section 5.8, 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 hereunder (each a "New Bank") and the BorrowerReplaceable Bank shall no longer be a party hereto or have any rights hereunder, and, if no such agreement has been reached, the Borrower shall owe such Bank except as set forth in accordance with the terms and provisions of Section 5.6, Section 5.7 or Section 5.8, as applicable. If the Commitment is reduced by the Borrower pursuant to this Section 5.13(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 Commitment. Each Bank agrees to the automatic readjustment of each remaining Bank's contingent liabilities under Section 4.1.4 according to the new (adjusted) Commitment Percentages15.15 hereof.

Replacement of Bank. (a) In the event that any Bank makes a demand for payment under Section 5.7 or Section 5.8 or notifies the Agent of any circumstances requiring payment pursuant to Section 5.6, the Borrower may within one hundred twenty (120) days of such demand, if no Event of Default or Default then exists, (i) reduce the commitment in the full amount of such Bank's Commitment Percentage of the Commitment and repay such Bank in full or (ii) replace such Bank with an Eligible Assignee in accordance with Section 19 (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 Bank amounts under Section 5.6, Section 5.7 or Section 5.8, 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 reached, the Borrower shall owe such Bank in accordance with the terms and provisions of Section 5.6, Section 5.7 or Section 5.8, as applicable. If the Commitment is reduced by the Borrower pursuant to this Section 5.13(a5.14(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 Commitment. Each Bank agrees to the automatic readjustment of each remaining Bank's contingent liabilities under Section 4.1.4 according to the new (adjusted) Commitment Percentages.