Common use of Replacement Banks Clause in Contracts

Replacement Banks. The Companies may, in their sole discretion, on 10 Business Days’ prior written notice to the Agent and a Bank (except in the case of the replacement of a Bank after notice from such Bank to the Companies pursuant to Section 4.3 , in which case no prior notice from the Companies is required), cause such Bank to (and such Bank shall) assign, pursuant to Section 11.8 , all of its rights and obligations under this Agreement to an Eligible Assignee designated by the Companies which is willing to become a Bank for a purchase price equal to the outstanding principal amount of the Syndicated Loans payable to such Bank plus any accrued but unpaid interest on such Loans, any accrued but unpaid fees with respect to such Bank’s Commitment and any other amount payable to such Bank under this Agreement; provided, that any expenses or other amounts which would be owing to such Bank pursuant to any indemnification provision hereof (including, if applicable, Section 4.4 ) shall be payable by the Companies as if the Companies had prepaid the Loans of such Bank rather than such Bank having assigned its interest hereunder. The Companies or the Assignee shall pay the applicable processing fee under Section 11.8 .

Replacement Banks. The Companies Borrower may, in their its sole discretion, on 10 ten (10) Business Days’ ' prior written notice to the Agent and a Bank (except in the case of the replacement of a Bank after notice from such Bank to the Companies pursuant to Section 4.3 , in which case no prior notice from the Companies is required)Lender, cause such Bank a Lender who has either (a) incurred increased costs or is unable to make Fixed Rate Loans, (b) failed to fund any requested Advance, or (c) made any claim for taxes under SECTION 4.06, to (and such Bank Lender shall) assign, pursuant to Section 11.8 SECTION 10.01, all of its rights and obligations under this Agreement to an Eligible Assignee designated by the Companies Borrower which is willing to become a Bank Lender for a purchase price equal to the outstanding principal amount of the Syndicated Loans payable to such Bank Lender plus any accrued but unpaid interest on such Loans, any accrued but unpaid fees with respect to such Bank’s Lender's Revolving Credit Commitment and any other amount payable to such Bank Lender under this Agreement; providedPROVIDED, HOWEVER, that any expenses or other amounts which would be owing to such Bank Lender pursuant to any indemnification provision hereof (including, if applicable, Section 4.4 ) shall be payable by the Companies as if the Companies had prepaid the Loans of such Bank rather than such Bank having assigned its interest hereunder. The Companies or the Assignee shall pay the applicable processing fee under Section 11.8 .SECTION

Replacement Banks. The Companies may, in their sole discretion, on 10 Business Days’ ' prior written notice to the Agent and a Bank (except in the case of the replacement of a Bank after notice from such Bank to the Companies pursuant to Section 4.3 SECTION 5.3, in which case no prior notice from the Companies is required), cause such a Bank who has incurred increased costs or is unable to make Offshore Rate Loans to (and such Bank shall) assign, pursuant to Section 11.8 SECTION 12.8, all of its rights and obligations under this Agreement (other than with respect to outstanding Bid Loans) to an Eligible Assignee designated by the Companies which is willing to become a Bank for a purchase price equal to the outstanding principal amount of the Syndicated Loans payable to such Bank plus any accrued but unpaid interest on such Loans, any accrued but unpaid fees with respect to such Bank’s 's Commitment and any other amount payable to such Bank under this AgreementAgreement (other than with respect to outstanding Bid Loans); provided, that any expenses or other amounts which would be owing to such Bank pursuant to any indemnification provision hereof (including, if applicable, Section 4.4 SECTION 5.4) shall be payable by the Companies as if the Companies had prepaid the Loans of such Bank rather than such Bank having assigned its interest hereunder. The Companies or the Assignee shall pay the applicable processing fee under Section 11.8 SECTION 12.8.

Replacement Banks. The Companies may, in their sole discretion, on 10 Business Days’ ' prior written notice to the Agent and a Bank (except in the case of the replacement of a Bank after notice from such Bank to the Companies pursuant to Section 4.3 5.1, in which case no prior notice from the Companies is required), cause such a Bank who has incurred increased costs or is unable to make Offshore Rate Loans to (and such Bank shall) assign, pursuant to Section 11.8 12.8, all of its rights and obligations under this Agreement (other than with respect to outstanding Bid Loans) to an Eligible Assignee designated by the Companies which is willing to become a Bank for a purchase price equal to the outstanding principal amount of the Syndicated Loans payable to such Bank plus any accrued but unpaid interest on such Loans, any accrued but unpaid fees with respect to such Bank’s 's Commitment and any other amount payable to such Bank under this AgreementAgreement (other than with respect to outstanding Bid Loans); provided, that any expenses or other amounts which would be owing to such Bank pursuant to any indemnification provision hereof (including, if applicable, Section 4.4 5.5) shall be payable by the Companies as if the Companies had prepaid the Loans of such Bank rather than such Bank having assigned its interest hereunder. The Companies or the Assignee shall pay the applicable processing fee under Section 11.8 12.8.

Replacement Banks. The Companies may, in their sole discretion, on 10 Business Days’ ' prior written notice to the Agent and a Bank (except in the case of the replacement of a Bank after notice from such Bank to the Companies pursuant to Section 4.3 SECTION 4.1, in which case no prior notice from the Companies is required), cause such a Bank who has incurred increased costs or is unable to make Offshore Rate Loans to (and such Bank shall) assign, pursuant to Section 11.8 SECTION 11.8, all of its rights and obligations under this Agreement (other than with respect to outstanding Bid Loans) to an Eligible Assignee designated by the Companies which is willing to become a Bank for a purchase price equal to the outstanding principal amount of the Syndicated Loans payable to such Bank plus any accrued but unpaid interest on such Loans, any accrued but unpaid fees with respect to such Bank’s 's Commitment and any other amount payable to such Bank under this AgreementAgreement (other than with respect to outstanding Bid Loans); provided, that any expenses or other amounts which would be owing to such Bank pursuant to any indemnification provision hereof (including, if applicable, Section 4.4 SECTION 4.5) shall be payable by the Companies as if the Companies had prepaid the Loans of such Bank rather than such Bank having assigned its interest hereunder. The Companies or the Assignee shall pay the applicable processing fee under Section 11.8 SECTION 11.8.

Replacement Banks. The Companies may, in their sole discretion, on 10 Business Days’ ' prior written notice to the Agent and a Bank (except in the case of the replacement of a Bank after notice from such Bank to the Companies pursuant to Section 4.3 4.3, in which case no prior notice from the Companies is required), cause such Bank to (and such Bank shall) assign, pursuant to Section 11.8 11.8, all of its rights and obligations under this Agreement (other than with respect to outstanding Bid Loans) to an Eligible Assignee designated by the Companies which is willing to become a Bank for a purchase price equal to the outstanding principal amount of the Syndicated Loans payable to such Bank plus any accrued but unpaid interest on such Loans, any accrued but unpaid fees with respect to such Bank’s 's Commitment and any other amount payable to such Bank under this AgreementAgreement (other than with respect to outstanding Bid Loans); provided, that any expenses or other amounts which would be owing to such Bank pursuant to any indemnification provision hereof (including, if applicable, Section 4.4 4.4) shall be payable by the Companies as if the Companies had prepaid the Loans of such Bank rather than such Bank having assigned its interest hereunder. The Companies or the Assignee shall pay the applicable processing fee under Section 11.8 11.8.

Replacement Banks. The Companies may, in their sole discretion, ----------------- on 10 Business Days’ ' prior written notice to the Agent and a Bank (except in the case of the replacement of a Bank after notice from such Bank to the Companies pursuant to Section 4.3 4.3, in which case no prior notice from the Companies is ----------- required), cause such Bank to (and such Bank shall) assign, pursuant to Section 11.8 ------- 11.8, all of its rights and obligations under this Agreement to an Eligible ---- Assignee designated by the Companies which is willing to become a Bank for a purchase price equal to the outstanding principal amount of the Syndicated Loans payable to such Bank plus any accrued but unpaid interest on such Loans, any accrued but unpaid fees with respect to such Bank’s 's Commitment and any other amount payable to such Bank under this Agreement; provided, that any expenses or other amounts which would be owing to such Bank pursuant to any indemnification provision hereof (including, if applicable, Section 4.4 4.4) shall be payable by the ----------- Companies as if the Companies had prepaid the Loans of such Bank rather than such Bank having assigned its interest hereunder. The Companies or the Assignee shall pay the applicable processing fee under Section 11.8 .11.8. ------------