Common use of Replacement of Banks Clause in Contracts

Replacement of Banks. The Company shall be permitted to replace any Bank that (a) requests reimbursement for amounts owing pursuant to Sections 7.4 or 8.1, (b) becomes a Defaulting Bank or (c) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement that requires the consent of each of the Banks (so long as the consent of the Required Banks has been obtained), with a replacement financial institution; provided, that (i) such replacement does not conflict with any requirement of Law, (ii) no Termination Event shall have occurred and be continuing at the time of such replacement, (iii) the replacement financial institution shall be satisfactory to the Administrative Agent, (iv) the replaced Bank shall be obligated to make such replacement in accordance with the provisions of Section 19.1, (v) the Company shall have paid to the replaced Bank all amounts then due and payable from the Company to such replaced Bank under this Agreement, including amounts under Section 7.4 or 8.1, (vi) the Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 19.1, (vii) the replacement Bank shall have purchased the replaced Bank’s Pro Rata Share of all Purchased Receivables then owned thereby, and (viii) any such replacement shall not be deemed to be a waiver of any rights that the Company, the Administrative Agent or any other Bank shall have against the replaced Bank.

Replacement of Banks. The Company shall be permitted to replace any Bank that (a) requests reimbursement for amounts owing pursuant to Sections 7.4 Section 10.3 or 8.110.4, (b) becomes a Defaulting Bank fails to consent to any amendment to this Agreement requested by the Company which requires the consent of all of the Banks and which is consented to by the Required Banks, or (c) does not consent defaults in its obligation to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement that requires the consent of each of the Banks (so long as the consent of the Required Banks has been obtained)make Loans hereunder, with a replacement financial institution; provided, provided that (i) such replacement does not conflict with any requirement Requirement of Law, (ii) no Termination Event of Default or Event of Default-Bankruptcy shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Bank shall have taken no action under Section 10.3(e) or 10.4 so as to eliminate the continued need for payment of amounts owing pursuant to Section 10.3 or 10.4, (iv) the replacement financial institution shall be satisfactory purchase, at par, all Loans and other amounts owing to such replaced Bank on or prior to the Administrative Agent, (iv) the replaced Bank shall be obligated to make such replacement in accordance with the provisions date of Section 19.1replacement, (v) to the extent the Company is making a replacement pursuant to clause (b) above, the replacement financial institution shall have paid consent to the replaced Bank all amounts then due and payable from the Company to such replaced Bank under this Agreement, including amounts under Section 7.4 or 8.1requested amendment, (vi) the Company shall have paid be liable to such replaced Bank under Section 2.13(a) if any Eurocurrency Loan owing to such replaced Bank shall be purchased other than on the Administrative Agent last day of the assignment fee (if any) specified in Section 19.1Interest Period relating thereto, (vii) the replacement Bank financial institution, if not already a Bank, shall have purchased the replaced Bank’s Pro Rata Share of all Purchased Receivables then owned thereby, and (viii) any such replacement shall not be deemed reasonably satisfactory to be a waiver of any rights that the Company, the Administrative Agent or any other Bank shall have against the replaced Bank.Agent,

Replacement of Banks. The Company shall be permitted to replace any Bank that (a) requests reimbursement for amounts owing pursuant to Sections 7.4 Section 3.1, 3.3 or 8.1, 3.4 or (b) becomes a Defaulting Bank or (c) does not consent defaults in its obligation to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement that requires the consent of each of the Banks (so long as the consent of the Required Banks has been obtained)make Loans hereunder, with a replacement financial institution; provided, provided that (i) such replacement does not conflict with any requirement Requirement of Law, (ii) no Termination Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Bank shall have taken no action under Section 3.1 so as to eliminate the continued need for payment of amounts owing pursuant to Section 3.1, (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Bank on or prior to the date of replacement, (v) the replacement financial institution, if not already a Bank, shall be reasonably satisfactory to the Administrative Agent, (ivvi) the replaced Bank shall be obligated to make such replacement in accordance with the provisions of Section 19.1, 10.8 (v) provided that the Company shall have paid be obligated to pay the replaced Bank all amounts then due registration and payable from the Company processing fee referred to such replaced Bank under this Agreement, including amounts under Section 7.4 or 8.1therein), (vivii) until such time as such replacement shall be consummated, the Company shall have paid to the Administrative Agent the assignment fee pay all additional amounts (if any) specified in required pursuant to Section 19.13.1, (vii) 3.3 or 3.4, as the replacement Bank shall have purchased the replaced Bank’s Pro Rata Share of all Purchased Receivables then owned therebycase may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights that the Company, the Administrative Agent or any other Bank shall have against the replaced Bank.

Replacement of Banks. The Company shall be permitted to replace any Bank that (a) requests reimbursement for amounts owing pursuant to Sections 7.4 subsection 2.20 or 8.1, 2.21(a) or (b) becomes a Defaulting Bank or (c) does not consent defaults in its obligation to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement that requires the consent of each of the Banks (so long as the consent of the Required Banks has been obtained)make Loans hereunder, with a replacement financial institution; provided, provided that (i) such replacement does not conflict with any requirement Requirement of Law, (ii) no Termination Event prior to any such replacement, such Bank shall have occurred and be continuing at taken no action under subsection 2.23 so as to eliminate the time continued need for payment of such replacementamounts owing pursuant to subsection 2.20 or 2.21(a), (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Bank on or prior to the date of replacement, (iv) the Company shall be liable to such replaced Bank under subsection 2.22 if any Eurodollar Loan owing to such replaced Bank shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Bank, shall be reasonably satisfactory to the Administrative Agent, (ivvi) the replaced Bank shall be obligated to make such replacement in accordance with the provisions of Section 19.1, subsection 9.6 (v) provided that the Company shall have paid be obligated to pay the replaced Bank all amounts then due registration and payable from the Company processing fee referred to such replaced Bank under this Agreement, including amounts under Section 7.4 or 8.1therein), (vivii) until such time as such replacement shall be consummated, the Company shall have paid to the Administrative Agent the assignment fee pay all additional amounts (if any) specified in Section 19.1required pursuant to subsection 2.20 or 2.21(a), (vii) as the replacement Bank shall have purchased the replaced Bank’s Pro Rata Share of all Purchased Receivables then owned therebycase may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights that the Company, the Administrative Agent or any other Bank shall have against the replaced Bank.