Common use of Replacement of Bank Clause in Contracts

Replacement of Bank. If (i) any Bank requests compensation under Section 8.03, (ii) any Bank gives a notice pursuant to Section 8.02, (iii) any Obligor is required to pay any Indemnified Taxes or additional amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 2.15 or (iv) any Bank is a Defaulting Bank, then PFI may, at its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06(c)), all of its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that (i) PFI shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.06(c); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including any amounts under Section 2.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts); and (iii) such assignment does not conflict with applicable laws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling PFI to require such assignment and delegation cease to apply.

Replacement of Bank. If (i) any Bank requests compensation under Section 8.032.13, (ii) any Bank gives a notice pursuant to Section 8.02, (iii) any Obligor or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 2.15 2.14, or if any Bank exercises its rights under Section 2.16, or if any Bank fails to execute and deliver a consent, amendment, or waiver to this Agreement requested by the Borrower by the date specified by the Borrower (iv) or gives the Borrower written notice prior to such date of its intention not to do so), or if any Bank is a Defaulting BankLender, then PFI the Borrower may, at its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06(c)8.08), all of its interests, rights and obligations under this Agreement and the other related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that that, (i) PFI the Borrower shall have paid (or made arrangements for such payment) to the Administrative Agent the processing and recordation assignment fee specified in Section 9.06(c)8.08; (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its LoansAdvances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.132.12) from the assignee and/or the Borrower; (to the extent of such outstanding principal and accrued interest and feesiii) or the applicable Borrower (in the case of all other amounts)any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments thereafter; and (iiiiv) such assignment does not conflict with applicable laws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling PFI to require such assignment and delegation cease to applylaw.