Replacement of Defaulting Bank. In the event that a Replacement Event occurs and is continuing with respect to any Bank, Borrower may designate another financial institution (such financial institution being herein called a “Replacement Bank”) acceptable to Agent, and which is not Borrower or Related Party of Borrower, to assume such Bank’s Commitment hereunder, to purchase the Loans and participations of such Bank and such Bank’s rights hereunder and (if such Bank is the IssuerAgent) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Bank, without recourse to or representation or warranty by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the Loans payable to such Bank plus any accrued but unpaid interest on such Loans and accrued but unpaid unused fees and letter of credit fees owing to such Bank plus amounts necessary to cash collateralize any Letters of Credit issued by such Bank, and upon such assumption, purchase, and substitution, and subject to the execution and delivery to Agent by the Replacement Bank of documentation satisfactory to Agent (pursuant to which such Replacement Bank shall assume the obligations of such original Bank under this Agreement), the Replacement Bank shall succeed to the rights and obligations of such Bank hereunder and such Bank shall no longer be a party hereto or have any rights hereunder provided that the obligations of Borrower to indemnify such Bank with respect to any event occurring or obligations arising before such replacement shall survive such replacement. “Replacement Event” shall mean, with respect to any Bank, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Bank, or the declaration by the appropriate regulatory authority that such Bank is insolvent, (b) such Bank’s becoming a Defaulting Bank, or (c) such Bank’s failure to consent to any amendment, waiver, or consent as to which the consent of all Banks is required, but only if Majority Banks shall have agreed to such amendment, waiver, or consent.
Replacement of Defaulting Bank. If any Bank defaults in its obligation to fund any LC Disbursement hereunder, the Company may, upon notice to such Bank and the Administrative Agent, require such Bank, at the expense of such Bank, to assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.06), all its interests, rights and obligations under this Agreement and the Letters of Credit issued, or participated in, by such Bank to any Person that shall assume such obligations (which assignee may be another Bank, if it accepts such assignment) with (and subject to) the consent of the Administrative Agent (which consent shall not unreasonably be withheld); provided that such Bank shall have received payment of an amount equal to the outstanding amount of its LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding LC Disbursements and accrued interest and fees) or the applicable Account Parties (in Credit Agreement the case of all other amounts). No Bank shall be required to make any assignment pursuant to this Section 2.17(a) if, prior thereto, the circumstances entitling the Company to require such assignment cease to apply.
Replacement of Defaulting Bank. (i) Borrower, upon three (3) Business Days’ written notice to the applicable Defaulting Bank and Agent, may, at any time prior to such time as such Defaulting Bank ceases being a Defaulting Bank, require that such Defaulting Bank transfer all of its right, title and interest under this Agreement and the other Loan Documents, such Defaulting Bank’s Notes and the other Loan Documents to a proposed Bank identified by Borrower that is satisfactory to Agent in its sole discretion if (x) such proposed Bank agrees to assume all of the obligations of such Defaulting Bank hereunder, and to purchase all of such Defaulting Bank’s Ratable Share of the Loan for an aggregate consideration equal to the sum (the “Defaulting Bank Purchase Price”) of (A) the aggregate outstanding principal amount of such Defaulting Bank’s Ratable Share of the Loan, together with interest thereon to the date of such purchase (to the extent not paid by Borrower), and (B) the applicable Defaulted Amount, together with interest thereon at the non-default rate due from Borrower to the date of such purchase (to the extent not paid by Borrower), and (y) reasonably satisfactory arrangements are made for payment to (1) the Bank(s) who funded the applicable Defaulted Amount and (2) such Defaulting Bank the balance of the Defaulting Bank Purchase Price.
