Common use of Replacement of Participants Proposed by LRC Clause in Contracts

Replacement of Participants Proposed by LRC. So long as no Event of Default has occurred and is continuing, BNPPLC shall not unreasonably withhold its approval for a substitution under the Participation Agreement of a new Participant proposed by LRC for any Participant, the Deposit Taker for whom would no longer meet the requirements listed in clause (3) of the definition of Eligible Deposit Taker above; provided, however, that (1) the proposed substitution can be accomplished without a release or breach by BNPPLC of its rights and obligations under the Participation Agreement; (2) the new Participant will agree (by executing a Supplement and a supplement to the Participation Agreement as contemplated therein and by other agreements as may be reasonably required by BNPPLC and LRC) to become a party to the Participation Agreement and to this Agreement, to designate an Eligible Deposit Taker as the Deposit Taker for it under this Agreement and to accept a Percentage under the Participation Agreement equal to the Percentage of the Participant to be replaced; (3) the new Participant (or LRC) will provide the funds to pay the termination fee required by subparagraph 6(D) of the Participation Agreement to accomplish the substitution; (4) LRC or the new Participant agrees in writing to indemnify and defend BNPPLC for any and all Losses incurred by BNPPLC in connection with or because of the substitution, including the cost of preparing supplements to the Participation Agreement and this Agreement and including any cost of defending and paying any claim asserted by the Participant to be replaced because of the substitution; and (5) the new Participant shall be a reputable financial institution having a net worth of no less than seven and one half percent (7.5%) of total assets and total assets of no less than $10,000,000,000 (all according to then recent audited financial statements). BNPPLC shall attempt in good faith to assist (and cause BNPPLC’s Parent to attempt in good faith to assist) LRC in identifying a new Participant that LRC may propose to substitute for an existing Participant pursuant to this subparagraph, as LRC may reasonably request from time to time. However, in no event shall BNPPLC itself, or any of its Affiliates, be required to take the Percentage of any Participant to be replaced.

Replacement of Participants Proposed by LRC. So long as no Event of Default has occurred and is continuing, BNPPLC shall not unreasonably withhold its approval for a substitution under the Participation Agreement of a new Participant proposed by LRC for any Participant, the Deposit Taker for whom would no longer meet the requirements listed in clause (3) of the definition of Eligible Deposit Taker above; provided, however, that (1) the proposed substitution can be accomplished without a release or breach by BNPPLC of its rights Pledge Agreement (Livermore/ Parcel 7) — Page 11 and obligations under the Participation Agreement; (2) the new Participant will agree (by executing a Supplement and a supplement to the Participation Agreement as contemplated therein and by other agreements as may be reasonably required by BNPPLC and LRC) to become a party to the Participation Agreement and to this Agreement, to designate an Eligible Deposit Taker as the Deposit Taker for it under this Agreement and to accept a Percentage under the Participation Agreement equal to the Percentage of the Participant to be replaced; (3) the new Participant (or LRC) will provide the funds to pay the termination fee required by subparagraph 6(D) of the Participation Agreement to accomplish the substitution; (4) LRC or the new Participant agrees in writing to indemnify and defend BNPPLC for any and all Losses incurred by BNPPLC in connection with or because of the substitution, including the cost of preparing supplements to the Participation Agreement and this Agreement and including any cost of defending and paying any claim asserted by the Participant to be replaced because of the substitution; and (5) the new Participant shall be a reputable financial institution having a net worth of no less than seven and one half percent (7.5%) of total assets and total assets of no less than $10,000,000,000 (all according to then recent audited financial statements). BNPPLC shall attempt in good faith to assist (and cause BNPPLC’s Parent to attempt in good faith to assist) LRC in identifying a new Participant that LRC may propose to substitute for an existing Participant pursuant to this subparagraph, as LRC may reasonably request from time to time. However, in no event shall BNPPLC itself, or any of its Affiliates, be required to take the Percentage of any Participant to be replaced.