Common use of Approval by Required Banks Clause in Contracts

Approval by Required Banks. In the event that one or more Banks do not agree to extend the Expiration Date or do not respond to the Company's request for an extension within the time required under Section 2.09 (each a "Bank to be Terminated"), but the Required Banks agree to such extension within such time: then, on or before the then applicable Expiration Date, the Company may, with the prior written approval of the Agent (which approval shall not be unreasonably withheld), arrange to have one or more other banks reasonably acceptable to the Agent (each an "Assignee Bank") purchase all of the outstanding Loans, if any, of the Bank to be Terminated and succeed to and assume all of the Commitments and all other rights, interests, and obligations of the Bank to be Terminated under this Agreement and the other Loan Documents. Any such purchase and assumption shall be (1) pursuant to an Assignment and Assumption Agreement, (2) subject to and in accordance with Section 10.11 [Successors and Assigns], and (3) if any Committed Loans are outstanding under the Committed Loan LIBOR Option or if any Bid Loans are outstanding to such Bank to be Terminated, the Borrowers shall pay all such outstanding amounts, together with all interest, fees and all other amounts of any nature owing to the Bank to be Terminated on the effective date of such Assignment and Assumption Agreement (including any amounts owing under Section 4.06(b) [Indemnity]. In the event that the Agent shall become a Bank to be Terminated, the provisions of this Section 2.09 shall be subject to Section 9.14 [Successor Agent]. In the event that the Loans and Commitments of a Bank to be Terminated are not fully assigned and assumed pursuant to this Section 2.09(b) on or before the then applicable Expiration Date, then the Expiration Date shall not be extended for any Bank.

Approval by Required Banks. In the event that one or more Banks do not agree to extend the Expiration Date or do not respond to the CompanyBorrower's request for an extension within the time required under Section 2.09 2.10.1 (each a "Bank to be Terminated"), but the Required Banks agree to such extension within such time: time then, on or before the then applicable existing Expiration Date, the Company Banks which have agreed to such extension within the time required under Section 2.10.1 (each an "Extending Bank") may, with the prior written approval of the Agent (which approval shall not be unreasonably withheld)Borrower and the Agent, arrange to have one or more other banks reasonably acceptable to the Agent (each an "Assignee Bank") purchase all of the outstanding Loans, if any, of the Bank to be Terminated and succeed to and assume all of the Commitments and all other rights, interests, interests and obligations of the Bank to be Terminated under this Agreement and the other Loan Documents. Any such purchase and assumption shall be (1) pursuant to an Assignment and Assumption Agreement, and (2) subject to and in accordance with Section 10.11 [Successors and Assigns], and (3) if any Committed Loans are outstanding under the Committed Loan LIBOR Option or if any Bid Loans are outstanding to such Bank to be Terminated, the Borrowers 11.12. The Borrower shall pay all such outstanding amounts, together with all interest, fees amounts due and all other amounts of any nature owing payable to the Bank to be Terminated on the effective date of such Assignment and Assumption Agreement (including any but only to the extent the rights to such amounts owing under Section 4.06(b) [Indemnity]have not been assigned by the Bank to be Terminated pursuant to such Assignment and Assumption Agreement). In the event that the Agent shall become a Bank to be Terminated, the provisions of this Section 2.09 2.10 shall be subject to Section 9.14 [Successor Agent]item 14 of Exhibit 10. In the event that the Loans and Commitments of a Bank to be Terminated are not fully assigned and assumed pursuant to this Section 2.09(b) 2.10.2 on or before the then applicable existing Expiration Date, then the Expiration Date shall not be extended for any Bank.

Approval by Required Banks. In the event that one or more Banks do not agree to extend the Expiration Date or do not respond to the Company's Borrowers' request for an extension within the time required under Section 2.09 2.10.1 (each a "Bank to be Terminated"), but the Required Banks agree to such extension within such time: time then, on or before the then applicable Expiration Date, Banks which have agreed to such extension within the Company time required under Section 2.10.1 (each an "Extending Bank") may, with the prior written approval of the Agent (which approval shall not be unreasonably withheld)Borrowers and the Agent, arrange to have one or more other banks reasonably acceptable to the Agent (each an "Assignee Bank") purchase all of the outstanding Loans, if any, of the Bank to be Terminated and succeed to and assume all of the Commitments and all other rights, interests, interests and obligations of the Bank to be Terminated under this Agreement and the other Loan Documents. Any such purchase and assumption shall be (1) pursuant to an Assignment and Assumption Agreement, (2) subject to and in accordance with Section 10.11 [Successors and Assigns]I 1. I 1, and (3) effective on the last day of the Interest Period if any Committed Loans are outstanding under the Committed Loan LIBOR Option or if any Bid Loans are outstanding to such Bank to be Terminated, the Euro-Rate Option. The Borrowers shall pay all such outstanding amounts, together with all interest, fees amounts due and all other amounts of any nature owing payable to the Bank to be Terminated on the effective date of such Assignment and Assumption Agreement (including any amounts owing under Section 4.06(b) [Indemnity]Agreement. In the event that the Agent shall become a Bank to be Terminated, the provisions of this Section 2.09 2.10 shall be subject to Section 9.14 [Successor Agent]l0.14. In the event that the Loans and Commitments of a Bank to be Terminated are not fully assigned and assumed pursuant to this Section 2.09(b) on or before 2.10.2 within 120 days following the then applicable Expiration Datereceipt of the request to extend, then the Expiration Date shall not be extended for any Bank.

Approval by Required Banks. In the event that one or more Revolving Credit Banks do not agree to extend the Expiration Date or do not respond to the CompanyBorrower's request for an extension within the time required under Section 2.09 Approval Period (each a "Bank to be Terminated"), but the Supermajority Required Banks agree to such extension within such time: the Approval Period then, on or before the then last day of the applicable Expiration DateApproval Period, the Company Revolving Credit Banks which have agreed to such extension within the applicable Approval Period (each an "Extending Bank") may, with the prior written approval of the Agent Borrower and the Administrative Agent, either (which approval shall not be unreasonably withheld), x) arrange to reduce the Commitments to the aggregate of the Commitments of the Extending Banks or (y) arrange to have one or more other banks reasonably acceptable to the Agent (each an "Assignee Bank") purchase all of the outstanding Loans, if any, of the each Bank to be Terminated and succeed to and assume all of the Commitments and all other rights, interests, interests and obligations of the each Bank to be Terminated under this Agreement and the other Loan Documents. Any such reduction of the Commitments to the aggregate of the Commitments of the Extending Banks shall be by an amendment to this Agreement and the other Loan Documents satisfactory to the Administrative Agent and each of the Extending Banks. Any such purchase and assumption shall be (1) pursuant to an Assignment and Assumption Agreement, (2) subject to and in accordance with Section 10.11 [Successors and Assigns], and (3) if any Committed Loans are outstanding under the Committed Loan LIBOR Revolving Credit Euro-Rate Option or if any Bid Loans are outstanding to such Bank to be Terminated (or the Designated Lender of such Bank to be Terminated), then effective on the Borrowers last day of the Interest Period with respect to such Loans. The Borrower shall pay all such outstanding amounts, together with all interest, fees amounts due and all other amounts of any nature owing payable to the each Bank to be Terminated on the effective date of such Assignment and Assumption Agreement (including any amounts owing under Section 4.06(b) [Indemnity]Agreement. In the event that the any Agent shall become a Bank to be Terminated, the provisions of this Section 2.09 2.11 shall be subject to Section 9.14 [Successor Agent]. In the event that either (x) the aggregate Commitments have not been reduced to the aggregate of the Commitments of the Extending Banks or (y) the Loans and Commitments of a each Bank to be Terminated are not fully assigned and assumed pursuant to this Section 2.09(b) 2.11.2 on or before the then last day of the applicable Expiration DateApproval Period, then the Expiration Date shall not be extended for any Bank.

Approval by Required Banks. In the event that one or more Banks do not agree to extend the Revolving Credit Expiration Date or do not respond to the CompanyBorrower's request for an extension within the time required under Section 2.09 2.10.1 (each a "Bank to be Terminated"), but the Required Banks agree to such extension within such time: time then, on or before the then applicable Expiration Date, Banks which have agreed to such extension within the Company time required under Section 2.10.1 (each an "Extending Bank") may, with the prior written approval of the Agent (which approval shall not be unreasonably withheld)Borrower and the Agent, arrange to have one or more other banks reasonably acceptable to the Agent (each an "Assignee Bank") purchase all of the outstanding Loans, if any, of the Bank to be Terminated and succeed to and assume all of the Commitments and all other rights, interests, and obligations of the Bank to be Terminated under this Agreement and the other Loan DocumentsDocuments (other than a Hedge Agreement). Any such purchase and assumption shall be (1) pursuant to an Assignment and Assumption Agreement, (2) subject to and in accordance with Section 10.11 [Successors and Assigns]11.11, and (3) if any Committed Loans are outstanding under the Committed Loan LIBOR Euro-Rate Option or if any Bid Loans are outstanding to such Bank to be Terminated, scheduled to take effect (to the Borrowers extent of the Extending Banks' best efforts) on the last day of the Interest Period with respect to the majority of such Loans. The Borrower shall pay all such outstanding amounts, together with all interest, fees amounts due and all other amounts of any nature owing payable to the Bank to be Terminated on the effective date of such Assignment and Assumption Agreement (Agreement, including any amounts principal, interest, fees, costs, and amounts, if any, owing under Section 4.06(b) [Indemnity]5.6. In the event that the Agent shall become a Bank to be Terminated, the provisions of this Section 2.09 2.10 shall be subject to Section 9.14 [Successor Agent]10.14. In the event that the Loans and Commitments of a Bank to be Terminated are not fully assigned and assumed pursuant to this Section 2.09(b) 2.10.2 on or before the then applicable Expiration DateDecember 1 of such year, then the Revolving Credit Expiration Date shall not be extended for any Bank.

Approval by Required Banks. In the event that one or more Banks do not agree to extend the Expiration Date or do not respond to the CompanyBorrower's request for an extension within the time required under Section 2.09 2.10.1 (each a "Bank to be Terminated"), but the Required Banks agree to such extension within such time: then, on or before then the then applicable Expiration Date, Banks which have agreed to such extension within the Company time required under Section 2.10.1 (each an "Extending Bank") may, with the prior written approval of the Agent (which approval shall not be unreasonably withheld)Borrower and the Agent, arrange to have one or more other banks reasonably acceptable to the Agent (each an "Assignee Bank") purchase all of the outstanding Loans, if any, of the Bank to be Terminated and succeed to and assume all of the Commitments and all other rights, interests, interests and obligations of the Bank to be Terminated under this Agreement and the other Loan Documents. Any such purchase and assumption shall be (1) pursuant to an Assignment and Assumption Agreement, (2) subject to and in accordance with Section 10.11 11.11 [Successors and Assigns], and (3) effective on the last day of the Interest Period if any Committed Loans are outstanding under the Committed Loan LIBOR Option or if any Bid Loans are outstanding to such Bank to be Terminated, the Borrowers Euro-Rate Option. The Borrower shall pay all such outstanding amounts, together with all interest, fees amounts due and all other amounts of any nature owing payable to the Bank to be Terminated on the effective date of such Assignment and Assumption Agreement (including any amounts owing under Section 4.06(b) [Indemnity]Agreement. In the event that the Agent shall become a Bank to be Terminated, the provisions of this Section 2.09 2.10 shall be subject to Section 9.14 10.14 [Successor Agent]. In the event that the Loans and Commitments of a Bank to be Terminated are not fully assigned and assumed pursuant to this Section 2.09(b) on or before the then applicable Expiration Date2.10.2, then the Expiration Date shall not be extended for any Bank.

Approval by Required Banks. In the event that one or more Banks do not agree to extend the Expiration Date or do not respond to Holdings’ or the Company's ’s request for an extension within the time required under Section 2.09 2.09(a) (each a "“Bank to be Terminated"”), but the Required Banks agree to such extension within such time: then, on or before the then applicable Expiration Date, either of Holdings or the Company may, with the prior written approval of the Agent (which approval shall not be unreasonably withheld), arrange to have one or more other banks reasonably acceptable to the Agent (each an "“Assignee Bank"”) purchase all of the outstanding Loans, if any, of the Bank to be Terminated and succeed to and assume all of the Commitments and all other rights, interests, and obligations of the Bank to be Terminated under this Agreement and the other Loan Documents. Any such purchase and assumption shall be (1) pursuant to an Assignment and Assumption Agreement, (2) subject to and in accordance with Section 10.11 [Successors and Assigns], and (3) if any Committed Loans are outstanding under the Committed Loan LIBOR Option or if any Bid Loans are outstanding to such Bank to be Terminated, the Borrowers shall pay all such outstanding amounts, together with all interest, fees and all other amounts of any nature owing to the Bank to be Terminated on the effective date of such Assignment and Assumption Agreement (including any amounts owing under Section 4.06(b) [Indemnity]. In the event that the Agent shall become a Bank to be Terminated, the provisions of this Section 2.09 shall be subject to Section 9.14 [Successor Agent]. In the event that the Loans and Commitments of a Bank to be Terminated are not fully assigned and assumed pursuant to this Section 2.09(b) on or before the then applicable Expiration Date, then the Expiration Date shall not be extended for any Bank.