SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures hereunder. If they fail to do so, the amounts of New Debentures that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures which they have respectively agreed to purchase bears to the total amount of New Debentures which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New Debentures, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New Debentures. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.
SUBSTITUTION OF PURCHASERS. The Purchasers shall have the right, by written notice to the Company, to substitute any one of its Affiliates as the purchaser of the Notes, which notice shall be signed by both the Purchasers and such Affiliate and shall contain such Affiliate's agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representation contained in Part 1 of Schedule XII and of at least one of the representations set forth in Part 2 of Schedule XII. Upon receipt of such notice, wherever the word "Purchaser" is used in this Agreement (other than in this Section 11.10) or any other Loan Document or certificate, opinion or other instrument delivered or to be delivered pursuant hereto or thereto, such word shall be deemed to refer to such Affiliate in lieu of the Purchaser. In the event such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to the Purchaser all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, wherever the word "Purchaser" is used in this Agreement or any other Loan Document or certificate, opinion or other instrument delivered or to be delivered pursuant hereto or thereto, such word shall no longer be deemed to refer to such Affiliate, but shall refer to the Purchaser, and the Purchaser shall have all the rights of an original Holder of the Notes under this Agreement.
SUBSTITUTION OF PURCHASERS. You shall have the right to substitute any one of your Affiliates as the purchaser of the Notes that you have agreed to purchase hereunder, by written notice to the Company and the Guarantor, which notice shall be signed by both you and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 7. Upon receipt of such notice, wherever the word “you” is used in this Agreement (other than in this Section 24), such word shall be deemed to refer to such Affiliate in lieu of you. In the event that such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to you all of the Notes then held by such Affiliate, upon receipt by the Company and the Guarantor of notice of such transfer, wherever the word “you” is used in this Agreement (other than in this Section 24), such word shall no longer be deemed to refer to such Affiliate, but shall refer to you, and you shall have all the rights of an original holder of the Notes under this Agreement.
SUBSTITUTION OF PURCHASERS. If (i) one or more of the Purchasers does not purchase all or part of the Securities (a "Non-Purchaser") which such Non-Purchaser(s) has agreed to purchase hereunder, and (ii) one or more other Purchasers or one or more other Persons (a "Substitute Purchaser") is willing to assume the obligations of the Non-Purchaser(s) under this Agreement and is accepted by GSN, then the obligations of the Non-Purchaser(s) to purchase Securities pursuant to this Agreement may be assumed by the Substitute Purchaser(s), and such Substitute Purchaser(s) shall be substituted for the Non-Purchaser(s) under this Agreement, by such Substitute Purchaser(s) executing and delivering a copy of this Agreement and thereby becoming a party hereto. The inclusion of this Section 6.1 in this Agreement, and the assumption by a Substitute Purchaser of the obligations of a Non-Purchaser pursuant to this Section 6.1, shall not constitute a waiver of any rights GSN may have against such Non-Purchaser if such Non-Purchaser has defaulted in its obligations under this Agreement.
SUBSTITUTION OF PURCHASERS. If any Purchaser or Purchasers shall fail or refuse at the Closing Date (otherwise than for some reason sufficient to justify, in accordance with the provisions hereof, the cancellation or termination of its or their obligations hereunder) to purchase and pay for the Bonds which it or they have agreed to purchase as provided in paragraph 4 hereof (the "Defaulted Bonds"), and:
SUBSTITUTION OF PURCHASERS. 57 Section 11.11.
SUBSTITUTION OF PURCHASERS. 48 ARTICLE III CONDITIONS PRECEDENT
SUBSTITUTION OF PURCHASERS. If any Purchaser shall (i) determine not to make the portion of any Purchase to be made by it under SECTION 2.02(A) or refuse or be unable to fund or maintain such Purchase with the issuance of commercial paper notes, or (ii) request, or if any Participant or Participants for the Receivable Interest or Interests of such Purchaser shall request, a payment pursuant to SECTION 2.10, 2.11 or 2.12, or (iii) be unable to make any Purchase of, or maintain, any Receivable Interest bearing Yield based on the Adjusted LIBO Rate as a result of the occurrence of any circumstance specified in clause (A) or (C) of section (ii) in the proviso to the definition of the term "Assignee Rate" contained herein, or (iv) have had its Affiliate that is a Bank (under and as defined in the Parallel Purchase Commitment) become a "Substitutable Member" under and as defined in SECTION 2.14 of the Parallel Purchase Commitment (in each of clauses (i) through (iv) such a Purchaser being a "SUBSTITUTABLE PURCHASER"), the Seller may cause such Substitutable Purchaser, as instructed by the Seller, to assign to the other Purchasers which shall have agreed to accept and assume such assignment (it being understood that each Purchaser willing to so accept and assume such assignment shall be permitted to do so by each other Purchaser and the Seller) ratably in accordance with their respective Pro Rata Shares or as otherwise agreed by such Purchasers and notified to the Seller and the Administrative Agent, or, if no other Purchaser shall have agreed to so accept and assume such assignment within five Business Days after the Seller shall give written notice to the Administrative Agent of the Seller's offer of such assignment to the other Purchasers, to such other Person as shall have been designated by the Seller and approved by the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed, and PROVIDED that the Person designated by such Person as its Managing Agent shall also have been so approved by the Seller and the Administrative Agent), all of its rights and obligations under this Agreement and with respect to its Receivable Interests (including, without limitation, all of its Purchase Limit and the amount of Capital owing to it) pursuant to an Assignment and Acceptance executed under SECTION 9.02, provided, HOWEVER that (x) such assignment shall not conflict with any law, rule, regulation, order or decree of any governmental authority, (y) the Substitut...
SUBSTITUTION OF PURCHASERS. 26 Section 6.1.
SUBSTITUTION OF PURCHASERS
