Common use of Affected Banks Clause in Contracts

Affected Banks. If the Company is obligated to pay to any Bank or an Issuing Bank any amount under Section 4.08 or 4.09 or if any Bank is a Defaulting Bank, the Company may, if no Default or Event of Default then exists, replace such Bank with another bank or may replace such Issuing Bank with another letter of credit issuer in each case acceptable to the Administrative Agent and the Issuing Banks (other than such Issuing Bank), and such Bank or such Issuing Bank, as applicable, hereby agrees to be so replaced subject to the following: (a) The obligations of the Company hereunder to the Bank or the Issuing Bank to be replaced (including such increased or additional costs incurred from the date of notice to the Company of such increase or additional costs through the date such Bank or Issuing Bank is replaced hereunder) shall be paid in full in cash to such Bank or Issuing Bank concurrently with such replacement; (b) If such replacement is a result of increased costs under Section 4.08 or 4.09, the replacement Bank shall be a bank or other financial institution acceptable to the Administrative Agent that is not subject to such increased costs which caused the Company's election to replace any Bank hereunder, and such replacement Bank shall execute and deliver to the Administrative Agent such documentation satisfactory to the Administrative Agent pursuant to which such replacement Bank is to become a party to this Agreement, conforming to the provisions of Section 11.07, with a Commitment equal to that of the Bank being replaced, shall make Loans in the aggregate principal amount equal to the aggregate outstanding principal amount of the Loans of the Bank being replaced and shall be deemed to have acquired a participation in L/C Obligations then outstanding equal to the participation therein of the Bank being replaced; (c) Upon such execution and delivery of such documents referred to in clause (b) and payment of the amounts referred to in clause (a), the replacement bank shall be a "Bank" with a Commitment as specified hereinabove and the Bank being replaced shall cease to be a "Bank" hereunder, except with respect to indemnification provisions under this Credit Agreement, which shall survive as to such replaced Bank; (d) The Administrative Agent shall reasonably cooperate in effectuating the replacement of any Bank or any Issuing Bank under this Section 4.10, but at no time shall the Administrative Agent be obligated to initiate any such replacement; (e) Any Bank or the Issuing Bank replaced under this Section 4.10 shall be replaced at the Company's sole cost and expense and at no cost or expense to the Administrative Agent or any of the Banks or the Issuing Bank; and (f) If the Company proposes to replace any Bank pursuant to this Section 4.10 because the Bank seeks reimbursement under either Section 4.08 or 4.09, then it must also replace any other Bank who seeks reimbursement on a proportionate basis (based upon such Bank's Commitment to the combined Commitments) under such Sections.

Affected Banks. If the Company is obligated to pay to any Bank or an Issuing Bank any amount under Section 4.08 or 4.09 or if any Bank is a Defaulting Bank, the Company may, if no Default or Event of Default then exists, replace such Bank with another bank or may replace such Issuing Bank with another letter of credit issuer in each case acceptable to the Administrative Agent and the Issuing Banks (other than such Issuing Bank), and such Bank or such Issuing Bank, as applicable, hereby agrees to be so replaced subject to the following: (a) The obligations of the Company hereunder to the Bank or the Issuing Bank to be replaced (including such increased or additional costs incurred from the date of notice to the Company of such increase or additional costs through the date such Bank or Issuing Bank is replaced hereunder) shall be paid in full in cash to such Bank or Issuing Bank concurrently with such replacement; (b) If such replacement is a result of increased costs under Section 4.08 or 4.09, the replacement Bank shall be a bank or other financial institution acceptable to the Administrative Agent that is not subject to such increased costs which caused the Company's election to replace any Bank hereunder, and such replacement Bank shall execute and deliver to the Administrative Agent such documentation satisfactory to the Administrative Agent pursuant to which such replacement Bank is to become a party to this Agreement, conforming to the provisions of Section 11.07, with a Commitment equal to that of the Bank being replaced, shall make Loans in the aggregate principal amount equal to the aggregate outstanding principal amount of the Loans of the Bank being replaced and shall be deemed to have acquired a participation in L/C Obligations then outstanding equal to the participation therein of the Bank being replaced; (c) Upon such execution and delivery of such documents referred to in clause (b) and payment of the amounts referred to in clause (a), the replacement bank shall be a "Bank" " with a Commitment as specified hereinabove and the Bank being replaced shall cease to be a "Bank" hereunder, except with respect to indemnification provisions under this Credit Agreement, which shall survive as to such replaced Bank; (d) The Administrative Agent shall reasonably cooperate in effectuating the replacement of any Bank or any Issuing Bank under this Section 4.10, but at no time shall the Administrative Agent be obligated to initiate any such replacement; (e) Any Bank or the Issuing Bank replaced under this Section 4.10 shall be replaced at the Company's sole cost and expense and at no cost or expense to the Administrative Agent or any of the Banks or the Issuing Bank; and (f) If the Company proposes to replace any Bank pursuant to this Section 4.10 because the Bank seeks reimbursement under either Section 4.08 or 4.09, then it must also replace any other Bank who seeks reimbursement on a proportionate basis (based upon such Bank's Commitment to the combined Commitments) under such Sections.

Affected Banks. If (a) a Bank requests compensation pursuant to Section 3(j) or 3(i)(vii), and the Company is obligated to pay to Required Banks are not also doing the same, or (b) the obligation of any Bank to make LIBOR Rate Loans or an Issuing Bank to Continue, or to Convert Base Rate Loans into, LIBOR Rate Loans shall be suspended pursuant to Section 3(i)(iii) or 3(i)(iv), but the obligation of the Required Banks shall not have been suspended under such Sections, then, so long as there does not then exist any amount under Section 4.08 or 4.09 or if any Bank is a Defaulting Bank, the Company may, if no Default default or Event of Default then existsDefault, replace the Borrower, within thirty (30) days of such Bank with another bank request for compensation or may replace such Issuing Bank with another letter of credit issuer in each case acceptable to the Administrative Agent and the Issuing Banks (other than such Issuing Bank), and such Bank or such Issuing Banksuspension, as applicable, hereby agrees may either (i) demand that each Bank (the “Affected Bank”), and upon such demand the Affected Bank shall promptly assign its Commitments to be so replaced an Eligible Assignee subject to the following: (a) The obligations of the Company hereunder to the Bank or the Issuing Bank to be replaced (including such increased or additional costs incurred from the date of notice to the Company of such increase or additional costs through the date such Bank or Issuing Bank is replaced hereunder) shall be paid and in full in cash to such Bank or Issuing Bank concurrently accordance with such replacement; (b) If such replacement is a result of increased costs under Section 4.08 or 4.09, the replacement Bank shall be a bank or other financial institution acceptable to the Administrative Agent that is not subject to such increased costs which caused the Company's election to replace any Bank hereunder, and such replacement Bank shall execute and deliver to the Administrative Agent such documentation satisfactory to the Administrative Agent pursuant to which such replacement Bank is to become a party to this Agreement, conforming to the provisions of Section 11.07, with 12(l) for a Commitment equal to that of the Bank being replaced, shall make Loans in the aggregate principal amount purchase price equal to the aggregate outstanding principal amount balance of Loans then owing to the Affected Bank plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Bank, or (ii) pay to the Affected Bank the aggregate principal balance of Loans then owing to the Affected Bank plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Bank, whereupon the Affected Bank shall no longer be a party hereto or have any rights or obligations hereunder or under any of the Loans other Loan Documents. Each of the Bank being replaced and shall be deemed to have acquired a participation in L/C Obligations then outstanding equal to the participation therein of the Bank being replaced; (c) Upon such execution and delivery of such documents referred to in clause (b) and payment of the amounts referred to in clause (a), the replacement bank shall be a "Bank" with a Commitment as specified hereinabove Agent and the Affected Bank being replaced shall cease to be a "Bank" hereunder, except with respect to indemnification provisions under this Credit Agreement, which shall survive as to such replaced Bank; (d) The Administrative Agent shall reasonably cooperate in effectuating the replacement of any Bank or any Issuing such Affected Bank under this Section 4.10Section, but at no time shall the Administrative Agent Agent, such Affected Bank nor any other Bank be obligated in any way whatsoever to initiate any such replacement; (e) Any Bank replacement or to assist in finding an Eligible Assignee. The exercise by the Issuing Bank replaced Borrower of its rights under this Section 4.10 shall be replaced at the Company's Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent Agent, the Affected Bank or any of the Banks or other Banks. The terms of this Section shall not in any way limit the Issuing Bank; and (f) If the Company proposes Borrower’s obligation to replace pay to any Affected Bank compensation owing to such Affected Bank pursuant to this Section 4.10 because the Bank seeks reimbursement under either Section 4.08 3(j) or 4.09, then it must also replace any other Bank who seeks reimbursement on a proportionate basis (based upon such Bank's Commitment to the combined Commitments3(i)(vii) under such Sectionsor 3(i)(iv).