Common use of Bank Replacement Clause in Contracts

Bank Replacement. If any Bank requests compensation for increased costs or other amounts pursuant to Sections 2.8 or 3.7, or suspends its obligation to make Eurodollar Loans under Section 2.6 or 2.8 hereof or the Company is required to make any reduction or withholding with respect to any payment due any Bank hereunder (each Bank hereby undertaking to promptly notify the Company if it becomes aware of circumstances which would require such a reduction or withholding), or if any Bank fails or would not be able to comply with its obligations under this Agreement (in any such case a "Replaceable Bank") the Company may, with the consent of the Agent and Administrative Agent, or if the Replaceable Bank is the Administrative Agent or Agent, with the consent or the Administrative Agent and Required Banks, which consent in either case shall not be unreasonably withheld, propose that another bank (a "Replacement Bank"), which bank may be an existing Bank, be substituted for and replace the Replaceable Bank for purposes of this Agreement. If a Replacement Bank is so substituted for the Replaceable Bank, the Replaceable Bank shall enter into an Assignment Agreement with the Replacement Bank, the Company and the Administrative Agent (or the other Banks, if the Administrative Agent is the Replaceable Bank) to assign and transfer to the Replacement Bank the Replaceable Bank's Commitment and Loans hereunder pursuant to and in accordance with the provisions and requirements of Section 10.11 and, as a condition to its execution thereof, the Replaceable Bank shall concurrently receive the full amount of its Loans, interest thereon, all accrued fees to which it is entitled under this Agreement and an amount equal to the amount which the Replaceable Bank would have been entitled to receive under Section 2.5 hereof if its Fixed Rate Loans had been prepaid rather than assigned. The foregoing to the contrary notwithstanding, no Bank may be replaced hereunder if at the time any Bid Loans are owing to such Bank and no such Bank may be required to accept a prepayment on any Bid Loan owing it.

Bank Replacement. If any Bank requests compensation for increased costs or other amounts pursuant to Sections 2.8 or 3.7, or suspends its obligation to make Eurodollar Loans under Section 2.6 or 2.8 hereof or the Company is required to make any reduction or withholding with respect to any payment due any Bank hereunder (each Bank hereby undertaking Lender under Section 4.10 hereof or is required to promptly notify the Company if it becomes aware of circumstances which would require such make any payment to a reduction or withholdingLender under Sections 2.1(c)(iv), 3.11 or if any Bank fails 4.8 hereof or would not be able a Lender's obligation to comply with its obligations under this Agreement make or maintain LIBOR Portions is suspended pursuant to Section 3.9 hereof (in any such case a "Replaceable Bank") ), the Company may, with the consent of the Agent and Administrative Agent, or if the Replaceable Bank is the Administrative Agent or Agent, with the consent or the Administrative Agent and Required Banks, which consent in either case shall not be unreasonably withheldthe Issuing Bank, propose that another bank lender (a "Replacement Bank"), which bank lender may be an existing BankLender, be substituted for and replace the Replaceable Bank for purposes of this Agreement. If a Replacement Bank is so substituted for the Replaceable Bank, the Replaceable Bank shall enter into an Assignment Agreement with the Replacement Bank, the Company and the Administrative Agent (or the other Banks, if the Administrative Agent is the Replaceable Bank) to assign and transfer to the Replacement Bank the Replaceable Bank's Commitment Commitments and Loans and credit risk with respect to Letters of Credit hereunder pursuant to and in accordance with the provisions and requirements of Section 10.11 12.12 hereof (except that no processing or recordation fee shall be payable to the Administrative Agent) and, as a condition to its execution thereof, the Replaceable Bank shall concurrently receive the full amount of its Loans, interest thereon, and all accrued fees and other amounts to which it is entitled under this Agreement and an amount equal to the amount Agreement, including amounts which the Replaceable Bank would have been entitled to receive due it under Section 2.5 3.9 hereof if its Fixed Rate Loans had been prepaid rather than assigned. The foregoing to the contrary notwithstanding, no Bank may be replaced hereunder if at the time any Bid Loans are owing to such Bank and no such Bank may be required to accept a prepayment on any Bid Loan owing it.