Replacement of Participants. (a) If (i) any Participant shall make demand for payment under Section 14.3 or 14.5, or shall deliver any notice to the Administrative Agent pursuant to Section 14.1 resulting in the suspension of certain obligations of such Participant with respect to the accrual of Yield based upon the Term SOFR Rate, (ii) any Participant is a Non-Renewing Participant, (iii) any Participant shall refuse to consent to any amendment, modification or waiver which has been approved by the Required Participants but can only become effective upon the consent of all Participants, all Rent Assignees, each Participant affected thereby or each Rent Assignee affected thereby, as the case may be, or (iv) any Recipient becomes subject to a Withholding Tax or any other Tax in respect of which Lessee is required to pay additional amounts pursuant to Section 13.4, then within sixty (60) days of such demand, failure to consent or refusal, Lessee may elect to replace such Participant as a party to this Participation Agreement (or, if later with respect to any Non-Renewing Participant, prior to the Renewal Effective Date); provided that, concurrently with such replacement, (1) another Eligible Assignee designated by the Lessee shall agree, as of such date, to (x) purchase for cash all (but not less than all) of the outstanding Participant Balance of such Participant being replaced (other than amounts, if any, paid by the Lessee pursuant to subclause (2) below) pursuant to an Assignment Agreement and (y) become a Participant for all purposes under this Participation Agreement and to comply with the requirements of Section 12.1, and (2) Lessee shall pay to such Participant being replaced in same day funds on the day of such replacement (x) all interest, fees and other amounts then accrued but unpaid to such Participant by Lessee hereunder to and including the date of termination (other than amounts, if any, paid by the replacement Participant pursuant to subclause (1) above), and (y) an amount, if any, which would have been due to such Participant under Section 14.4 hereof if such Participant’s Rent Assignment Contribution and/or Lessor Amount had been prepaid rather than assigned.
Replacement of Participants. If any Participant (other than Novellus) shall (a) become a Defaulting Participant more than once in a period of twelve (12) consecutive months, (b) continue as a Defaulting Participant for more than five (5) Business Days at any time, (c) deliver, pursuant to Subparagraph 2.12(b), a notice of a Change of Law which does not affect any other Participant, or (d) demand any payment under Subparagraph 2.12(c), 2.12(d) or 2.13(a) for a reason which is not applicable to any other Participant, then Agent may (or upon the written request of Lessee if no Event of Default has occurred and is continuing, shall) replace such Participant (the "affected Participant"), or cause such affected Participant to be replaced, with another Person (the "replacement Participant") satisfying the requirements of an Eligible Assignee under Subparagraph 7.05(b), by having the affected Participant sell and assign all of its rights and obligations under this Agreement and the other Operative Documents to the replacement Participant pursuant to Subparagraph 7.05(b); provided, however, that if Lessee seeks to exercise such right, it must do so within sixty (60) days after it first knows of the event, condition or demand giving rise to such right, and no Lessor Party (other than Novellus) shall have any obligation to identify or locate a replacement Participant for Lessee. Upon receipt by any affected Participant of a written notice from Agent stating that Agent is exercising the replacement right set forth in this Paragraph 2.15, such affected Participant shall sell and assign all of its rights and obligations under this Agreement and the other Operative Documents to the replacement Participant pursuant to an Assignment Agreement and Subparagraph 7.05(b) for a purchase price equal to the sum of its portion of the Outstanding Lease Amount, the accrued and unpaid portion of the Base Rent relating to such portion and its ratable share of all fees to which it is entitled.
Replacement of Participants. A good faith effort shall be made to replace a separating bar- gaining unit member with a full-time faculty member/librarian within one academic year.
Replacement of Participants. Participants will not be replaced. Additional participants may be randomized if the dropout rate is higher than anticipated (Section 13.8).
Replacement of Participants. (a) Lessee shall have the right to replace (i) any Committed Participant that breaches its obligation (if any) under Section 3.1 to make an Advance or (ii) any Tranche A2 Participant, if the short-term debt ratings of such Tranche A2 Participant shall cease to be at least equal to the Required Ratings under the Transfer Agreement.
Replacement of Participants. If any Participant shall make demand for payment under Section 14.3 or 14.5, or shall deliver any notice to the Administrative Agent pursuant to Section 14.1 resulting in the suspension of certain obligations of the Participants with respect to LIBO Rate Advances or shall refuse to consent to any amendment, modification or waiver which has been approved by the Required Participants but can only become effective upon the consent of all Participants then within sixty (60) days of such demand, notice or refusal, Lessee may demand that such Participant assign in accordance with this Section 14.9 to one or more Eligible Assignees designated by the Lessee all (but not less than all) of such Participant's Commitment(s), Fundings and its Note and Certificate, as applicable, within the next 30 days but such Participant shall be entitled to any amount which would have been due to it under Section 14.4 hereof if such Fundings had been prepaid rather than assigned. If any such Eligible Assignee designated by the Lessee shall fail to consummate such assignment on terms acceptable to such Participant and as otherwise provided in Sections 12.1(a) and 12.1(b), or if the Lessee shall fail to designate any such Eligible Assignee for all of such Participant's Commitment or Fundings, then such Participant may assign such Commitment and Fundings to any other Eligible Assignee in accordance with this Section 14.9 and as otherwise provided in Sections 12.1(a) and 12.1(b) during such 30-day period.
Replacement of Participants. If any Participant (other than Novellus Participant) shall (a) become a Defaulting Participant more than once in a period of twelve (12) consecutive months, (b) continue as a Defaulting Participant for more than five (5) Business Days at any time, (c) deliver, pursuant to Subparagraph 2.12(b), a notice of a Change of Law which does not affect any other Participant, or (d) demand any payment under Subparagraph 2.12(c), 2.12(d) or
Replacement of Participants. 49 SECTION 11.1. Replacement of Participants..............................................................49 SECTION 11.2. Cooperation..............................................................................49
Replacement of Participants. Lessee or Arranger, acting at the direction of the Required Participants and with the approval of Lessee, may replace (a) any Certificate Holder or any Lender that breaches its obligation under SECTION 3.1 or 3.2, as the case may be, to fund a Certificate Amount or make a Loan, or (b) any Certificate Holder or Lender with respect to which, (i) the right to pay Interest or Yield by reference to the LIBO Rate shall be suspended under SECTION 14.1 or 14.2, or (ii) there are or would be any claim for reimbursement or compensation under SECTION 14.3(a) or 14.5.
Replacement of Participants. 61 SECTION 10.1. Replacement of Participants............................ 61 SECTION 10.2. Cooperation............................................ 62 ARTICLE XI TRANSFERS OF PARTICIPANTS' INTERESTS........................... 62 SECTION 11.1. Assignments............................................ 62 SECTION 11.2. Participations......................................... 64 SECTION 11.3. Withholding Taxes; Disclosure of Information; Pledge Under Regulation A................. 65
