Replacement of a Bank Sample Clauses

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.4 or Section 5.6.1, (ii) does not fund Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which consent of the Required Banks is requested by the Borrowers and obtained hereunder, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within ninety (90) days after (w) receipt of such Bank's notice under Section 4.4 or 5.6.1, (x) the date such Bank has failed to fund Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided that the Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.6 and any accrued interest due on such amount and any related fees; provided, however, that the Commitment of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 10.14 and provided that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Bank. If a Bank (other than the Agent as a Bank) becomes a Replacement Candidate, the Borrower shall have the right to require such Bank to assign to an Eligible Assignee selected by the Borrower and reasonably satisfactory to the Agent (which may be one or more of the Banks) the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate".

Replacement of a Bank. 15.10.1 If at any time: (a) any Bank becomes an Increased Cost Bank; or (b) any Bank becomes a Non-Consenting Bank, then the Borrowers may: (i) on ten (10) Business Days’ prior notice to the Agent and that Bank; and (ii) following consultation with the Agent, replace that Bank by causing it to (and that Bank shall) transfer pursuant to this clause 15 all of its rights and obligations under this Agreement and the other Security Documents to another Bank or other person selected by the Borrowers and acceptable to the Agent (acting reasonably) for a purchase price equal to the outstanding principal amount of that Bank’s Contribution and all accrued interest and fees and other amounts payable under this Agreement. If the effective date for that transfer is not an Interest Payment Date, then the Borrowers shall, on the transfer date, indemnify the Increased Cost Bank or the Non-Consenting Bank against any loss which it incurs as a result. 15.10.2 The Borrowers shall have no right to replace the Arranger, the Agent, the Account Bank or the Security Agent and none of the foregoing shall create on any Creditor, nor any Creditor shall have, any obligation towards the Borrowers to find a replacement Bank or such other entity. No member of the Group may make any payment or assume any obligation (whether by way of fees, expenses or otherwise) to or on behalf of the replacement Bank as an inducement for the replacement Bank to become a Bank. 15.10.3 The Borrowers may only replace a Non-Consenting Bank or an Increased Cost Bank if that replacement takes place no later than 60 days after: (a) the date on which the Non-Consenting Bank becomes a Non-Consenting Bank; or (b) the date on which the Increased Cost Bank demands payment of the relevant additional amounts. 15.10.4 No Bank replaced under this clause 15.10 may be required to pay or surrender to that replacement Bank or other entity any of the fees received by it. 15.10.5 In the case of a replacement of an Increased Cost Bank, the Borrowers shall pay the relevant additional amounts to that Increased Cost Bank prior to it being replaced and the payment of those additional amounts shall be a condition to replacement. 15.10.6 For the purposes of this clause 15.10:

Replacement of a Bank. If a Bank sustains or incurs a loss or expense or reduction of income and requests reimbursement therefor from the Borrower pursuant to Sections 4.06(a) or (b), Borrower may within thirty (30) days after the date on which Borrower receives such request notify Agent and such Bank that Borrower desires to replace such Bank with a new bank designated by Borrower in the notice, provided that (i) Borrower shall deliver satisfactory evidence to the Agent that such proposed new bank is a Qualified Bank at least fifteen Business Days prior to such replacement and (ii) Borrower shall have paid any amounts due pursuant to Section 4.06(a) or (b) to the Bank to be replaced on or before such replacement. The Bank to be replaced shall assign all of its Commitments and Loans hereunder to the new bank pursuant to the procedures for assignments contained in Section 11.11(b) below. ARTICLE V

Replacement of a Bank. If either Borrower receives a notice of --------------------- amounts due pursuant to subsection 3.3(a), subsection 3.3(b) or subsection 3.3

Replacement of a Bank. In the event any Bank (i)gives notice under Section 4.3 or Section 5.7.1, (ii)does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii)becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within ninety (90)days after (x)receipt of such Bank's notice under Section 4.3 or 5.7.1, (y)the date such Bank has failed to fund

Replacement of a Bank. In the event the Borrower (i) becomes obligated to pay additional amounts to any Bank pursuant to Sections 3.03 or 3.05, (ii) loses the right to select or convert to Eurodollar Rate Advances pursuant to Section 2.02(c)(i) or (iii) shall be required to prepay a Eurodollar Rate Advance pursuant to Section 2.10 (each such event or condition a "Replacement Event"), unless such Bank has theretofore taken steps to change, and has changed the circumstances giving rise to such Replacement Event, the Borrower may, provided that no Event of Default or event which with the giving of notice or lapse of time or both would be an Event of Default has occurred and is continuing and that the Borrower has satisfied all of its obligations under this Agreement to the Bank which the Borrower intends to replace, designate a Replacement Bank which is reasonably acceptable to the Agent to assume

Replacement of a Bank. If any Bank has requested compensation or reimbursement in accordance with the terms of Sections 3.3, 3.4 or 4.4 hereof or any Bank has notified Administrative Agent and Borrowers that its obligation to fund or maintain any portion of the Loan subject to a Eurodollar Tranche has been suspended pursuant to Section 4.3 hereof, and (a) such request or notification is not the result of any uniform changes in the statutes or regulations for capital adequacy or eurodollar deposits generally, (b) there exists no Default or Event of Default hereunder, and (c) Borrowers and such Bank are unable to reach a written agreement regarding such request or suspension within thirty (30) days following written notice by such Bank to Borrowers and Administrative Agent of such request or suspension, then after the expiration of thirty (30) days following the delivery of the notice under Sections 3.3, 3.4, 4.3 or 4.4, Borrowers may replace such Bank in whole with an Assignee reasonably acceptable to Administrative Agent pursuant to an Assignment and Assumption Agreement in accordance with Section 12.10 hereof. Borrowers shall reimburse or compensate any Bank which is replaced in accordance with the terms of Sections 3.3, 3.4 or 4.4 for any amounts accruing prior to the effective date of such replacement.

Replacement of a Bank. If the Company receives a notice of --------------------- amounts due pursuant to subsection 3.3(a) or subsection 3.3

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.4 [Interest Rate Unascertainable, Etc.], Section 4.5.1 [Increased Costs, Etc.] or 4.