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 Borrowers' request for an extension within the time required under Section 2.10.1 (each a "Bank to be Terminated"), but the Required Banks agree to such extension within such time then the 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 Borrowers and the Agent, arrange to have one or more other banks (each an "Assignee Bank") purchase all of the outstanding Loans, if any, of the Bank to be Terminated and succeed to and assume 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 11.11 [Successors and Assigns], and (3) effective on the last day of the Interest Period if any Loans are outstanding under the Euro-Rate Option. The Borrowers shall pay all amounts due and payable to the Bank to be Terminated on the effective date of such Assignment and Assumption Agreement. In the event that the Agent shall become a Bank to be Terminated, the provisions of this Section 2.10 shall be subject to Section

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 Borrowers' request for an extension within the time required under Section 2.10.1 (each a "Bank to be TerminatedReplaced"), but the Required Banks agree to such extension within such time then the 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 Borrowers and the Agent, arrange to have one or more other banks (each an "Assignee Bank") purchase all of the outstanding Loans, if any, of the Bank to be Terminated Replaced and succeed to and assume the Revolving Credit Commitments and all other rights, interests and obligations of the Bank to be Terminated Replaced 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 11.11 [Successors and Assigns]10.11, and (3) effective on the last day of the Interest Period if any Loans are outstanding under the Euro-Rate Option. The Borrowers shall pay all amounts due and payable to the Bank to be Terminated Replaced on the effective date of such Assignment and Assumption Agreement. In the event that the Agent shall become a Bank to be TerminatedReplaced, the provisions of this Section 2.10 shall be subject to SectionSection 10.14.

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 Borrowers' Borrower's request for an extension within the time required under Section 2.10.1 (each a "Bank to be Terminated"), but the Required Banks agree to such extension within such time then then, the 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 Borrowers Borrower and the Agent, arrange to have one or more other banks (each an "Assignee Bank") purchase all of the outstanding Loans, if any, of the Bank to be Terminated and succeed to and assume the Commitments and all other rights, interests 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 11.11 [Successors and Assigns]11.11, and (3) effective if any Committed Loans are outstanding under the Committed Loan Euro-Rate Option or if any Bid Loans are outstanding to such Bank to be Terminated, scheduled to take effect (to the extent of the Extending Banks' best efforts) on the last day of the Interest Period if any Loans are outstanding under with respect to the Euro-Rate Optionmajority of such Loans. The Borrowers Borrower shall pay all amounts due and payable to the Bank to be Terminated on the effective date of such Assignment and Assumption Agreement. In the event that the Agent shall become a Bank to be Terminated, the provisions of this including principal, interest, fees, costs, and amounts, if any, owing under Section 2.10 shall be subject to Section5.

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 Borrowers' the Company's request for an extension within the time required under Section 2.10.1 2.09 (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, the Banks which have agreed to such extension within the time required under Section 2.10.1 (each an "Extending Bank") Company may, with the prior written approval of the Borrowers and the AgentAgent (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 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 11.11 10.11 [Successors and Assigns], and (3) effective on the last day of the Interest Period if any Committed Loans are outstanding under the Euro-Rate Option. 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 due and payable of any nature owing to the Bank to be Terminated on the effective date of such Assignment and Assumption AgreementAgreement (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 2.10 2.09 shall be subject to Section