Common use of Replacement of Banks Clause in Contracts

Replacement of Banks. If any Bank requests compensation under Section 2.10(f), 2.14 or 2.16 or if any Bank notifies the Company that it cannot fund certain Loans or is unable to deliver the Prescribed Forms, or if any Bank defaults in its obligation to fund Advances hereunder, then the Company may, at its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.10), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10(f), 2.14 or 2.16, such assignment will result in a reduction in such compensation. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation under Section 2.10(f)Sections 2.8, 2.14 3.3 or 2.16 or if any Bank notifies the Company that it cannot fund certain Loans or is unable to deliver the Prescribed Forms4.6, or if any Bank defaults in its obligation to fund Advances Loans hereunder, or otherwise has given notice pursuant to Sections 3.2, 3.4 or 3.5 (unless in each case the basis for such request or notice is generally applicable to all Banks), then the Company Borrower may, at its sole expense and effort, upon notice to such Bank and the AgentAgent within 90 days of such request or notice, if no Default or Event of Default exists, require such Bank to assign and delegate, without recourse delegate (in accordance with and subject to the restrictions contained in Section 11.1013.10), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its AdvancesLoans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10(f)Sections 2.8, 2.14 3.3 or 2.164.6, such assignment will result in a reduction in such compensationcompensation or payments. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank asserts illegality under Section 5.03 or requests compensation under Section 2.10(f)5.01, 2.14 or 2.16 or if the Company is required to pay any additional amount to any Bank notifies or any Governmental Authority for the Company that it cannot fund certain Loans or is unable account of any Bank pursuant to deliver the Prescribed FormsSection 4.06, or if any Bank defaults in its obligation to fund Advances Loans hereunder, then the Company may, at its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.1012.06), all its interests, rights and obligations under this Agreement to an assignee assignee(s) that shall assume such obligations (which assignee assignee(s) may be another Bank, if a such Bank accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, (ii) such assigning Bank shall have received payment of an amount equal to the outstanding principal of its AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts), (ii) no Default shall have occurred and be continuing at such time, and (iii) in the case of any Agent shall have consented to such assignment resulting from a claim for compensation under Section 2.10(fassignee(s), 2.14 or 2.16, such assignment will result in a reduction in such compensation. A Bank shall consent not to be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to applyunreasonably withheld.

Replacement of Banks. If any Bank requests compensation under Section 2.10(f)2.12, 2.14 or 2.16 if the Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 2.13, if any Bank notifies the Company that it cannot fund certain Loans or is unable to deliver the Prescribed Formsa Defaulting Bank, or if any Borrower is otherwise permitted to replace a Bank defaults in its obligation pursuant to fund Advances hereunderSection 9.1, then the Company Borrower may, at its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 11.109.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); , provided that that: (ia) the Company Borrower shall have received paid to the prior written consent of Agent the Agent, which consent shall not unreasonably be withheld, assignment fee specified in Section 9.6(b); (iib) such Bank shall have received payment of an amount equal to 100% of the outstanding principal of its AdvancesLoans and Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Credit Documents (including any amounts under Section 2.11) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts) and ); (iiic) in the case of any such assignment resulting from a claim for compensation under Section 2.10(f), 2.14 2.11 or 2.16payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensationcompensation or payments thereafter; and (d) such assignment does not conflict with applicable Legal Requirements. A Bank shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation under Section 2.10(f)Sections 2.8, 2.14 3.3 or 2.16 or if any Bank notifies the Company that it cannot fund certain Loans or is unable to deliver the Prescribed Forms4.6, or if any Bank defaults in its obligation to fund Advances Loans hereunder, or otherwise has given notice pursuant to Sections 3.2, 3.4 or 3.5 (unless in each case the basis for such request or notice is generally applicable to all Banks), then the Company Borrower may, at its sole expense and effort, upon notice to such Bank and the AgentAgent within 90 days of such request or notice, if no Default or Event of Default exists, require such Bank to assign and delegate, without recourse delegate (in accordance with and subject to the restrictions contained in Section 11.1013.10), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Advances, Loans accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10(f)Sections 2.8, 2.14 3.3 or 2.164.6, such assignment will result in a reduction in such compensationcompensation or payments. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation -------------------- under Section 2.10(f), 2.14 2.14, 2.16 or 2.16 3.04 or if any Bank notifies the Company --------------- ---- ---- ---- that it cannot fund certain Loans or is unable to deliver the Prescribed Forms, or if any Bank defaults in its obligation to fund Advances or issue Letters of Credit hereunder, then the Company 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 Section 11.10), all its interests, rights and ------------- obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10(f), 2.14 or 2.16, --------------- ---- ---- such assignment will result in a reduction in such compensation. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation under Section 2.10(f)3.03, 2.14 or 2.16 or if the Company is required to pay any additional amount to any Bank notifies or any Governmental Authority for the Company that it cannot fund certain Loans or is unable account of any Bank pursuant to deliver the Prescribed FormsSection 3.01, or if any Bank defaults in its obligation to fund Advances hereunderis a Defaulting Bank, then the Company may, at its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 11.1010.06), all of its interests, rights and obligations under this Agreement and the 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: (ia) the Company Agent shall have received been paid the prior written consent of the Agent, which consent shall not unreasonably be withheld, assignment fee specified in Section 10.06(b); (iib) such Bank shall have received payment of an amount equal to the outstanding principal of its Advancesthe portion of the Loan owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any amounts under Section 3.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts) and ); (iiic) in the case of any such assignment resulting from a claim for compensation under Section 2.10(f), 2.14 3.03 or 2.16payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensationcompensation or payments thereafter; and (d) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation under Section 2.10(f), 2.14 Sections 3.3 or 2.16 or if any Bank notifies the Company that it cannot fund certain Loans or is unable to deliver the Prescribed Forms4.7, or if any Bank defaults in its obligation to fund Advances Loans hereunder, or otherwise has given notice pursuant to Sections 3.2, 3.3, 3.4 or 3.5 (unless in each case the basis for such request or notice is generally applicable to all Banks), then the Company Borrower may, at its sole expense and effort, upon notice to such Bank and the AgentAgent within 90 days of such request or notice, if no Default or Event of Default exists, require such Bank to assign and delegate, without recourse delegate (in accordance with and subject to the restrictions contained in Section 11.1013.10), all its interests, rights and obligations under this Agreement and the U.S. Revolving Credit Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its AdvancesLoans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder and under the U.S. Revolving Credit Agreement, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10(f), 2.14 Sections 3.3 or 2.164.7, such assignment will result in a reduction in such compensationcompensation or payments. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation under Section 2.10(f)13.1, 2.14 or 2.16 or if Borrower is required to pay any additional amount to any Bank notifies or any Governmental Authority for the Company that it cannot fund certain Loans or is unable account of any Bank pursuant to deliver the Prescribed FormsSection 13.6, or if any Bank defaults in its obligation to fund Advances becomes a Defaulting Bank hereunder, then the Company 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 Section 11.1014.10(c)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its AdvancesRevolving Loans and participations in Letter of Credit disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10(f), 2.14 13.1 or 2.16payments required to be made pursuant to Section 13.6, such assignment will result in a reduction in such compensationcompensation or payments. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If If: (a) any Bank requests compensation under Section 2.10(f2.9 (other than Section 2.9(d), 2.14 or 2.16 or if ); (b) the Borrower is required to pay any additional amount to any Bank notifies or any Governmental Authority for the Company that it cannot fund certain Loans or is unable to deliver the Prescribed Forms, or if account of any Bank defaults in its obligation pursuant to fund Advances hereunderSection 2.11; or (c) any Bank becomes a Defaulting Bank, then then, the Company Borrower may, at its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.1013.13), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under or payments required to be made pursuant to Section 2.10(f), 2.14 or 2.162.9, such assignment will result in a reduction in such compensationcompensation or payments. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank becomes a Defaulting Bank or if any Bank requests compensation under Section 2.10(f), 2.14 or 2.16 4.4 or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Bank notifies or any governmental authority for the Company that it cannot fund certain Loans or is unable to deliver the Prescribed Forms, or if account of any Bank defaults in its obligation pursuant to fund Advances hereunderSection 5.5, then the Company Borrower may, at its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.1011.5), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10(f), 2.14 4.4 or 2.16payments required to be made pursuant to Section 5.5, such assignment will result in a reduction in such compensationcompensation or payments. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation under Section 2.10(f), 2.14 or 2.16 or if any Bank notifies the Company that it cannot fund certain Loans or is unable to deliver the Prescribed Formsa Delinquent Bank, or if any the Borrower has the right to replace a Bank defaults in its obligation pursuant to fund Advances hereunderSection 9.8(b), then the Company 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 in, and consents required by, Section 11.109.10), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations to an Eligible Assignee (which assignee may be another Bank, if a Bank accepts such assignment); , provided that that: (ia) if the Company assignee is not a Bank, such assignee shall be satisfactory to the Administrative Agent in its reasonable discretion and the Borrower shall have received paid to the prior written consent of Administrative Agent the Agent, which consent shall not unreasonably be withheld, assignment fee specified in Section 9.10(iv); (iib) such Bank shall have received payment of an amount equal to the outstanding principal of its AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any amounts under Section 2.16) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts); and (c) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10(f), 2.14 or 2.16, such assignment will result in a reduction in such compensationdoes not conflict with applicable laws. A Bank shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation under Section 2.10(f), 2.14 or 2.16 or if any Bank notifies the Company that it cannot fund certain Loans or is unable to deliver the Prescribed Forms, or if any Bank defaults in its obligation to fund Advances any LC Disbursement hereunder, or if any Bank ceases at any time to be an NAIC Approved Bank, then the Company 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 Section 11.1010.06), all its interests, rights and obligations under this Agreement and the Committed Letters of Credit and the Alternative Currency Letters of Credit issued by such Bank to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank it accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, withheld and (ii) such Bank shall have received payment of an amount equal to the outstanding principal amount of its AdvancesLC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal LC Disbursements and accrued interest and fees) or the Company applicable Account Parties (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10(f), 2.14 or 2.16, such assignment will result in a reduction in such compensation. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, thereto the circumstances entitling the Company Account Parties to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation under Section 2.10(f)3.03, 2.14 or 2.16 or if the Company is required to pay any additional amount to any Bank notifies or any Governmental Authority for the Company that it cannot fund certain Loans or is unable account of any Bank pursuant to deliver the Prescribed FormsSection 3.01, or if any Bank defaults in its obligation to fund Advances hereunderis a Defaulting Bank, then the Company may, at its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 11.1010.06), all of its interests, rights and obligations under this Agreement and the 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: (ia) the Company Agent shall have received been paid the prior written consent of the Agent, which consent shall not unreasonably be withheld, assignment fee specified in Section 10.06(b); (iib) such Bank shall have received payment of an amount equal to the outstanding principal of its AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any amounts under Section 3.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts) and ); (iiic) in the case of any such assignment resulting from a claim for compensation under Section 2.10(f), 2.14 3.03 or 2.16payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensationcompensation or payments thereafter; and (d) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation under Section 2.10(f)Sections 13.3 or 13.5, 2.14 or 2.16 or if the Borrower is required to pay any additional amount to any Bank notifies or any Governmental Authority for the Company that it cannot fund certain Loans or is unable account of any Bank pursuant to deliver the Prescribed FormsSection 13.6, or if any Bank defaults in its obligation to fund Advances hereunderis a Defaulting Bank, then the Company 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 Section 11.1014.8), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a such Bank accepts such assignment); provided that (i) the Company Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably be withheld, and (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its AdvancesLoans and funded portion of any draws under Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10(f), 2.14 or 2.16, such assignment will result in a reduction in such compensation. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply.