Common use of Bank Replacement Clause in Contracts

Bank Replacement. The Borrower shall have the right, at any time prior to the existing Maturity Date applicable to any Declining Banks, to replace Declining Banks with Consenting Banks willing (in their sole discretion) to increase their existing commitments (each such Bank, an “Extending Bank”), or other financial institutions willing (in their sole discretion) to become Banks and extend new commitments, on terms consistent with Section 9.5, including any consents required thereunder (each such Bank, a “New Bank”); provided that each of such Extending Banks and New Banks shall enter into a Transfer Supplement pursuant to which such Extending Bank or New Bank shall, effective as of the Maturity Date then applicable to such Declining Banks, undertake a Commitment (and, in the case of an Extending Bank, its Commitment shall be in addition to such Bank’s Commitment hereunder on such date). In connection therewith, the Administrative Agent shall enter in the Register (A) the names of any New Banks, (B) the Maturity Date applicable to each Bank and Fronting Bank and (C) the respective allocations of any Declining Banks, Consenting Banks, Extending Banks and New Banks effective as of the Maturity Date applicable thereto. If any financial institution or other entity becomes a New Bank or any Extending Bank’s Commitment is increased pursuant to this Section 2.9, (x) Committed Loans made and Letters of Credit issued on or after the date such increase becomes effective as to such New Banks and Extending Banks shall be made in accordance with Section 2.1 based on the respective Commitments in effect on and after such date, (y) if, on the date of such joinder or increase, there are any Committed Loans outstanding, such Committed Loans shall on or prior to such date be prepaid from the proceeds of new Committed Loans made hereunder (reflecting such additional Bank or increase), which prepayment shall be accompanied by accrued interest on the Committed Loan being prepaid and any costs incurred by any Bank in accordance with Section 2.13 and (z) if, on the date of such joinder or increase, there is any Letter of Credit Usage, each Bank’s participation in any such Letter of Credit Usage shall be reallocated according to each Bank’s Pro Rata Share (giving effect to such additional Bank or increase).

Bank Replacement. The Borrower shall have the right, at any time prior to the existing Maturity Date applicable to any Declining Banks, to replace Declining Banks with Consenting Banks willing (in their sole discretion) to increase their existing commitments (each such Bank, an “Extending Bank”), or other financial institutions willing (in their sole discretion) to become Banks and extend new commitments, on terms consistent with the provisions of Section 9.59.5 applicable to a Non-Consenting Bank, including any consents required thereunder (each such Bank, a “New Bank”); provided that each of such Extending Banks and New Banks shall enter into a Transfer Supplement pursuant to which such Extending Bank or New Bank shall, effective as of the Maturity Date then applicable to such Declining Banks, undertake a Commitment (and, in the case of an Extending Bank, its Commitment shall be in addition to such Bank’s Commitment hereunder on such date). In connection therewith, the Administrative Agent shall enter in the Register (A) the names of any New Banks, (B) the Maturity Date applicable to each Bank and Fronting Bank and (C) the respective allocations of any Declining Banks, Consenting Banks, Extending Banks and New Banks effective as of the Maturity Date applicable thereto. If any financial institution or other entity becomes a New Bank or any Extending Bank’s Commitment is increased pursuant to this Section 2.9, (x) Committed Loans made and Letters of Credit issued on or after the date such increase becomes effective as to such New Banks and Extending Banks shall be made in accordance with Section 2.1 based on the respective Commitments in effect on and after such date, (y) if, on the date of such joinder or increase, there are any Committed Loans outstanding, such Committed Loans shall on or prior to such date be prepaid from the proceeds of new Committed Loans made hereunder (reflecting such additional Bank or increase), which prepayment shall be accompanied by accrued interest on the Committed Loan being prepaid and any costs incurred by any Bank in accordance with Section 2.13 and (z) if, on the date of such joinder or increase, there is any Letter of Credit Usage, each Bank’s participation in any such Letter of Credit Usage shall be reallocated according to each Bank’s Pro Rata Share (giving effect to such additional Bank or increase).

Bank Replacement. The Borrower If any Bank requests compensation pursuant to ---------------- Section 5.01 hereof (other than compensation requested under Section 5.01(e) hereof), the Company may, so long as no Default shall have occurred and be continuing, require that such Bank transfer all or a portion of its rights and obligations (including, without limitation, its Loans and Commitments) as a "Bank" under this Agreement and such Bank's Notes to one or more banks (such bank or banks being herein referred to as the right"Replacement Bank(s)") identified ------------------- by the Company in a notice (the "Replacement Notice") to the Administrative ------------------ Agent (which shall promptly notify the affected Bank) specifying the date on which such transfer is to occur and whether all or a portion of said rights and obligations are proposed to be transferred, at any time which notice shall be given not less than 10 Business Days prior to the existing Maturity Date applicable date on which such transfer is to any Declining Banks, to replace Declining Banks with Consenting Banks willing (in their sole discretion) to increase their existing commitments (each such Bank, an “Extending Bank”), or other financial institutions willing (in their sole discretion) to become Banks and extend new commitments, on terms consistent with Section 9.5, including any consents required thereunder (each such Bank, a “New Bank”)occur; provided that each no such transfer shall be made unless (i) the Administrative Agent -------- shall have consented to the identity of such Extending Banks the Replacement Bank(s), which consent shall not be unreasonably withheld or delayed, (ii) the aggregate amount of compensation that would be requested by the Replacement Bank(s) under Section 5.01 hereof would be less than the aggregate amount of compensation requested by the affected Bank in respect of the rights and New Banks shall enter into a Transfer Supplement obligations proposed to be transferred, (iii) the Commitments proposed to be transferred to the Replacement Credit Agreement ---------------- - 39 - Bank(s), together with the aggregate amount of the Commitments transferred pursuant to which such Extending Bank or New Bank shall, effective as this Section 2.04(e) during the preceding period of 12 months shall not exceed 17.5% of the Maturity Date then applicable aggregate amount of the Commitments as in effect on the date of the proposed transfer and (iv) the amount of the Commitments proposed to such Declining Banksbe transferred to any Replacement Bank shall be at least $10,000,000 (or, undertake a Commitment if less than $10,000,000, the entire Commitments of the affected Bank). On the date of any transfer permitted under this Section 2.04(e), (andx) the affected Bank shall sell, assign and transfer to the Replacement Bank(s), and the Replacement Bank(s) shall acquire and assume from the affected Bank, all (or the lesser portion specified in the case Replacement Notice) of the rights and obligations of the affected Bank as a "Bank" under this Agreement and under the affected Bank's Notes (collectively, the "Transferred Interest") and (y) the Company and/or the -------------------- Replacement Bank(s) shall pay to the affected Bank an Extending amount equal to all principal, interest, fees and other amounts then owing under this Agreement and the affected Bank's Notes in respect of the Transferred Interest (including, its Commitment shall without limitation, any amounts which would be payable in addition to such respect of the Transferred Interest under Sections 5.01 and 5.05 hereof as if the affected Bank’s Commitment hereunder 's Loans were being prepaid in full on such date), whereupon the Replacement Bank(s) shall become "Bank(s)" for all purposes of this Agreement having all the rights and obligations, including, without limitation, Commitment(s), under this Agreement of "Bank(s)" holding the Transferred Interest, and the obligations of the affected Bank in respect of the Transferred Interest (including, if such Bank is the Swingline Bank, its Swingline Commitment) shall terminate (provided -------- that the obligations of the Company under Sections 5.01, 5.05 and 11.03 hereof to the affected Bank in respect of the Transferred Interest shall survive such transfer as provided in Section 11.07 hereof). In connection therewithIf the Commitments of any Bank that is a Reference Bank (or whose Applicable Lending Office is a Reference Bank, as the case may be) shall terminate (other than pursuant to Section 9 hereof), such Reference Bank shall thereupon cease to be a Reference Bank and, if as a result of the foregoing, there shall be only two Reference Banks remaining, then the Administrative Agent shall enter in (after consultation with the Register (ACompany) shall, by notice to the names of any New Company and the Banks, (B) the Maturity Date applicable to each designate another Bank and Fronting Bank and (C) the respective allocations of any Declining Banks, Consenting Banks, Extending Banks and New Banks effective as of the Maturity Date applicable theretoa Reference Bank. If any financial institution or other entity becomes a New Bank or any Extending Bank’s Commitment is increased pursuant to this Section 2.9, (x) Committed Loans made and Letters of Credit issued on or after the date such increase becomes effective as to such New Banks and Extending Banks shall be made in accordance with Section 2.1 based on the respective Commitments in effect on and after such date, (y) if, on the date of such joinder or increase, there are any Committed Loans outstanding, such Committed Loans shall on or prior to such date be prepaid from the proceeds of new Committed Loans made hereunder (reflecting such additional Bank or increase), which prepayment shall be accompanied by accrued interest on the Committed Loan being prepaid and any costs incurred by any Bank in accordance with Section 2.13 and (z) if, on the date of such joinder or increase, there is any Letter of Credit Usage, each Bank’s participation in any such Letter of Credit Usage shall be reallocated according to each Bank’s Pro Rata Share (giving effect to such additional Bank or increase).Agreement ----------------

Bank Replacement. The Borrower shall have 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 right, at Company is required to make any time prior to the existing Maturity Date applicable reduction or withholding with respect to any Declining Banks, to replace Declining Banks with Consenting Banks willing (in their sole discretion) to increase their existing commitments payment due any Bank hereunder (each Bank hereby undertaking to promptly notify the Company if it becomes aware of circumstances which would require such Bank, an “Extending Bank”a reduction or withholding), or other financial institutions willing if any Bank fails or would not be able to comply with its obligations under this Agreement (in their sole discretionany such case a "Replaceable Bank") to become Banks the Company may, with the consent of the Agent and extend new commitmentsAdministrative Agent, on terms consistent or if the Replaceable Bank is the Administrative Agent or Agent, with Section 9.5the consent or the Administrative Agent and Required Banks, including any consents required thereunder which consent in either case shall not be unreasonably withheld, propose that another bank (each such 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 “New Replacement Bank is so substituted for the Replaceable Bank”); provided that each of such Extending Banks and New Banks , the Replaceable Bank shall enter into a Transfer Supplement pursuant to which such Extending Bank or New Bank shall, effective as of an Assignment Agreement with the Maturity Date then applicable to such Declining Banks, undertake a Commitment (and, in the case of an Extending Replacement Bank, its Commitment shall be in addition to such Bank’s Commitment hereunder on such date). In connection therewith, the Company and the Administrative Agent shall enter in (or the Register (A) the names of any New other Banks, (Bif the Administrative Agent is the Replaceable Bank) to assign and transfer to the Maturity Date applicable to each Replacement Bank the Replaceable Bank's Commitment and Fronting Bank and (C) the respective allocations of any Declining Banks, Consenting Banks, Extending Banks and New Banks effective as of the Maturity Date applicable thereto. If any financial institution or other entity becomes a New Bank or any Extending Bank’s Commitment is increased Loans hereunder pursuant to this Section 2.9, (x) Committed Loans made and Letters of Credit issued on or after the date such increase becomes effective as to such New Banks and Extending Banks shall be made in accordance with the provisions and requirements of Section 2.1 based on 10.11 and, as a condition to its execution thereof, the respective Commitments in effect on 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 after such datean 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, (y) if, on no Bank may be replaced hereunder if at the date of such joinder or increase, there time any Bid Loans are any Committed Loans outstanding, such Committed Loans shall on or prior owing to such date Bank and no such Bank may be prepaid from the proceeds of new Committed Loans made hereunder (reflecting such additional Bank or increase), which required to accept a prepayment shall be accompanied by accrued interest on the Committed any Bid Loan being prepaid and any costs incurred by any Bank in accordance with Section 2.13 and (z) if, on the date of such joinder or increase, there is any Letter of Credit Usage, each Bank’s participation in any such Letter of Credit Usage shall be reallocated according to each Bank’s Pro Rata Share (giving effect to such additional Bank or increase)owing it.