Common use of Replacement of a Bank Clause in Contracts

Replacement of a Bank. In the event (i) a Bank becomes a Downgraded Bank, (ii) a Bank requests compensation for increased costs pursuant to Article X, (iii) a Bank’s obligation to make Euro-Dollar Loans has been suspended pursuant to Section 10.02, (iv) a Bank requests increased payments pursuant to Section 3.12 or (v) a Bank becomes a Non-Renewing Bank, the Trust shall have the right, provided that no Default or Event of Default shall have occurred and be continuing, to replace such Bank by giving three Business Days’ prior written notice to the Agent and such Bank, specifying the date such Bank’s rights and obligations hereunder shall be terminated; provided, however, that in the case of clause (i) or (v) hereof, the Trust covenants and agrees to use its best efforts (without the expenditure of money for the sole purpose of inducing such replacement) to find a bank to replace any such Downgraded Bank or Non-Renewing Bank pursuant to Section 12.06(c); provided further, however, that in the case of clause (i) hereof, the Trust shall not be required to use its best efforts to find a replacement bank for any such Downgraded Bank if the Trust has received written confirmation from the Rating Agencies pursuant to Section 3.02(c), that the failure to request a Non-Pro Rata Revolving Loan from the Downgraded Bank will not result in the reduction or withdrawal of its current rating, if any, of the Commercial Paper. In the event of a replacement of a Bank pursuant to this Section, such replaced Bank shall assign its rights and obligations hereunder to a replacement bank selected by the Trust upon payment by the replacement bank to such Bank of such Bank’s outstanding Loans and any accrued and unpaid interest thereon, accrued Commitment Fee and any other amounts owed to such Bank and to execute and deliver such documents evidencing such assignment as shall be necessary or reasonably requested by the Trust and the Agent. If a replacement bank is added as a Bank pursuant to clause (i) above in place of a Downgraded Bank whose Bank Commitment has been reduced to zero pursuant to Section 4.02(d), the Bank Commitment of the replacement Bank shall, subject to the limitations contained in Section 4.03, be the amount set forth in the documents evidencing such assignment referred to in the preceding sentence. Prior to adding any replacement bank as a Bank under this Section 4.04, the Rating Agencies shall receive notice of such replacement and the replacement bank shall have (i) paid to the Agent an administrative fee for processing such replacement in the amount of $2,500 and (ii) delivered an opinion or officer’s certificate, as determined by the Rating Agencies, regarding the enforceability of the Liquidity Agreement in form and substance satisfactory to the Rating Agencies.

Replacement of a Bank. In the event 15.10.1 If at any time: (ia) a any Bank becomes a Downgraded an Increased Cost Bank, ; or (iib) a Bank requests compensation for increased costs pursuant to Article X, (iii) a Bank’s obligation to make Euro-Dollar Loans has been suspended pursuant to Section 10.02, (iv) a Bank requests increased payments pursuant to Section 3.12 or (v) a any Bank becomes a Non-Renewing Consenting Bank, then the Trust shall have the right, provided that no Default or Event of Default shall have occurred and be continuing, to replace such Bank by giving three Borrowers may: (i) on ten (10) Business Days’ prior written notice to the Agent and such that Bank; and (ii) following consultation with the Agent, specifying the date such Bank’s replace that Bank by causing it to (and that Bank shall) transfer pursuant to this clause 15 all of its rights and obligations hereunder under this Agreement and the other Security Documents to another Bank or other person selected by the Borrowers and acceptable to the Agent (acting reasonably) for a purchase price equal to the outstanding principal amount of that Bank’s Contribution and all accrued interest and fees and other amounts payable under this Agreement. If the effective date for that transfer is not an Interest Payment Date, then the Borrowers shall, on the transfer date, indemnify the Increased Cost Bank or the Non-Consenting Bank against any loss which it incurs as a result. 15.10.2 The Borrowers shall be terminated; provided, however, that in have no right to replace the case of clause (i) or (v) hereofArranger, the Trust covenants and agrees to use its best efforts (without Agent, the expenditure of money for the sole purpose of inducing such replacement) to find a bank to replace any such Downgraded Account Bank or Non-Renewing Bank pursuant to Section 12.06(c); provided furtherthe Security Agent and none of the foregoing shall create on any Creditor, howevernor any Creditor shall have, that in any obligation towards the case of clause (i) hereof, the Trust shall not be required to use its best efforts Borrowers to find a replacement bank Bank or such other entity. No member of the Group may make any payment or assume any obligation (whether by way of fees, expenses or otherwise) to or on behalf of the replacement Bank as an inducement for any such Downgraded the replacement Bank if the Trust has received written confirmation from the Rating Agencies pursuant to Section 3.02(c), that the failure to request become a Bank. 15.10.3 The Borrowers may only replace a Non-Pro Rata Revolving Loan from Consenting Bank or an Increased Cost Bank if that replacement takes place no later than 60 days after: (a) the Downgraded date on which the Non-Consenting Bank will not result in becomes a Non-Consenting Bank; or (b) the reduction or withdrawal of its current rating, if any, date on which the Increased Cost Bank demands payment of the Commercial Paper. relevant additional amounts. 15.10.4 No Bank replaced under this clause 15.10 may be required to pay or surrender to that replacement Bank or other entity any of the fees received by it. 15.10.5 In the event case of a replacement of a an Increased Cost Bank, the Borrowers shall pay the relevant additional amounts to that Increased Cost Bank pursuant prior to this Section, such it being replaced Bank shall assign its rights and obligations hereunder to a replacement bank selected by the Trust upon payment by the replacement bank to such Bank of such Bank’s outstanding Loans and any accrued and unpaid interest thereon, accrued Commitment Fee and any other those additional amounts owed to such Bank and to execute and deliver such documents evidencing such assignment as shall be necessary or reasonably requested by a condition to replacement. 15.10.6 For the Trust and the Agent. If a replacement bank is added as a Bank pursuant to purposes of this clause (i) above in place of a Downgraded Bank whose Bank Commitment has been reduced to zero pursuant to Section 4.02(d), the Bank Commitment of the replacement Bank shall, subject to the limitations contained in Section 4.03, be the amount set forth in the documents evidencing such assignment referred to in the preceding sentence. Prior to adding any replacement bank as a Bank under this Section 4.04, the Rating Agencies shall receive notice of such replacement and the replacement bank shall have (i) paid to the Agent an administrative fee for processing such replacement in the amount of $2,500 and (ii) delivered an opinion or officer’s certificate, as determined by the Rating Agencies, regarding the enforceability of the Liquidity Agreement in form and substance satisfactory to the Rating Agencies.15.10:

Replacement of a Bank. In the event 15.10.1 If at any time: (ia) a any Bank becomes a Downgraded an Increased Cost Bank, ; or (iib) a Bank requests compensation for increased costs pursuant to Article X, (iii) a Bank’s obligation to make Euro-Dollar Loans has been suspended pursuant to Section 10.02, (iv) a Bank requests increased payments pursuant to Section 3.12 or (v) a any Bank becomes a Non-Renewing Consenting Bank, then the Trust shall have the right, provided that no Default or Event of Default shall have occurred and be continuing, to replace such Bank by giving three Borrowers may: (i) on ten (10) Business Days’ ' prior written notice to the Agent and such that Bank; and (ii) following consultation with the Agent, specifying the date such Bank’s replace that Bank by causing it to (and that Bank shall) transfer pursuant to this clause 15 all of its rights and obligations hereunder under this Agreement and the other Security Documents to another Bank or other person selected by the Borrowers and acceptable to the Agent (acting reasonably) for a purchase price equal to the outstanding principal amount of that Bank's Contribution and all accrued interest and fees and other amounts payable under this Agreement. If the effective date for that transfer is not an Interest Payment Date, then the Borrowers shall, on the transfer date, indemnify the Increased Cost Bank or the Non-Consenting Bank against any loss which it incurs as a result. 15.10.2 The Borrowers shall be terminated; provided, however, that in have no right to replace the case of clause (i) or (v) hereofArranger, the Trust covenants and agrees to use its best efforts (without Agent, the expenditure of money for the sole purpose of inducing such replacement) to find a bank to replace any such Downgraded Account Bank or Non-Renewing Bank pursuant to Section 12.06(c); provided furtherthe Security Agent and none of the foregoing shall create on any Creditor, howevernor any Creditor shall have, that in any obligation towards the case of clause (i) hereof, the Trust shall not be required to use its best efforts Borrowers to find a replacement bank Bank or such other entity. No member of the Group may make any payment or assume any obligation (whether by way of fees, expenses or otherwise) to or on behalf of the replacement Bank as an inducement for any such Downgraded the replacement Bank if the Trust has received written confirmation from the Rating Agencies pursuant to Section 3.02(c), that the failure to request become a Bank. 15.10.3 The Borrowers may only replace a Non-Pro Rata Revolving Loan from Consenting Bank or an Increased Cost Bank if that replacement takes place no later than 60 days after: (a) the Downgraded date on which the Non-Consenting Bank will not result in becomes a Non-Consenting Bank; or (b) the reduction or withdrawal of its current rating, if any, date on which the Increased Cost Bank demands payment of the Commercial Paper. relevant additional amounts. 15.10.4 No Bank replaced under this clause 15.10 may be required to pay or surrender to that replacement Bank or other entity any of the fees received by it. 15.10.5 In the event case of a replacement of an Increased Cost Bank, the Borrowers shall pay the relevant additional amounts to that Increased Cost Bank prior to it being replaced and the payment of those additional amounts shall be a condition to replacement. 15.10.6 For the purposes of this clause 15.10: (a) an "Increased Cost Bank" is a Bank pursuant to this Section, such replaced Bank shall assign its rights and obligations hereunder whom the Borrowers become obliged to a replacement bank selected by the Trust upon payment by the replacement bank to such Bank of such Bank’s outstanding Loans and pay any accrued and unpaid interest thereon, accrued Commitment Fee and any other amounts owed to such Bank and to execute and deliver such documents evidencing such assignment as shall be necessary additional amount under clause 6.6 or reasonably requested by the Trust and the Agent. If a replacement bank is added as a Bank pursuant to clause 12.2 in circumstances where (i) above in place of a Downgraded Bank whose Bank Commitment has been reduced the Borrowers are also obliged to zero pursuant pay such additional amount to Section 4.02(d), other Banks under the Bank Commitment of the replacement Bank shall, subject to the limitations contained in Section 4.03, be the amount set forth in the documents evidencing such assignment referred to in the preceding sentence. Prior to adding any replacement bank as a Bank under this Section 4.04, the Rating Agencies shall receive notice of such replacement and the replacement bank shall have (i) paid to the Agent an administrative fee for processing such replacement in the amount of $2,500 same clause and (ii) delivered an opinion or officer’s certificate, as determined the additional amounts which such Bank is seeking to recover from the Borrowers under such clause are materially higher than the equivalent amounts sought by the Rating Agencies, regarding other such Banks under the enforceability of the Liquidity Agreement in form and substance satisfactory to the Rating Agencies.same clause; and

Replacement of a Bank. In the event 15.10.1 If at any time: (ia) a any Bank becomes a Downgraded an Increased Cost Bank, ; or (iib) a Bank requests compensation for increased costs pursuant to Article X, (iii) a Bank’s obligation to make Euro-Dollar Loans has been suspended pursuant to Section 10.02, (iv) a Bank requests increased payments pursuant to Section 3.12 or (v) a any Bank becomes a Non-Renewing Consenting Bank, then the Trust shall have the right, provided that no Default or Event of Default shall have occurred and be continuing, to replace such Bank by giving three Borrower may: (i) on ten (10) Business Days’ ' prior written notice to the Agent and such that Bank; and (ii) following consultation with the Agent, specifying the date such Bank’s replace that Bank by causing it to (and that Bank shall) transfer pursuant to this clause 15 all of its rights and obligations hereunder under-this Agreement and the other Security Documents to another Bank or other person selected by the Borrower and acceptable to the Agent (acting reasonably) for a purchase price equal to the outstanding principal amount of that Bank's Contribution and all accrued interest and fees and other amounts payable under this Agreement. If the effective date for that transfer is not an Interest Payment Date, then the Borrower shall, on the transfer date, indemnify the Increased Cost Bank or the Non-Consenting Bank against any loss which it incurs as a result. 15.10.2 The Borrower shall be terminated; provided, however, that in have no right to replace the case of clause (i) or (v) hereofArranger, the Trust covenants and agrees to use its best efforts (without Agent, the expenditure of money for the sole purpose of inducing such replacement) to find a bank to replace any such Downgraded Account Bank or Non-Renewing Bank pursuant to Section 12.06(c); provided furtherthe Security Agent and none of the foregoing shall create on any Creditor, howevernor any Creditor shall have, that in any obligation towards the case of clause (i) hereof, the Trust shall not be required to use its best efforts Borrower to find a replacement bank Bank or such other entity. No member of the Group may make any payment or assume any obligation (whether by way of fees, expenses or otherwise) to or on behalf of the replacement Bank as an inducement for any such Downgraded the replacement Bank if the Trust has received written confirmation from the Rating Agencies pursuant to Section 3.02(c), that the failure to request become a Bank. 15.10.3 The Borrower may only replace a Non-Pro Rata Revolving Loan from Consenting Bank or an Increased Cost Bank if that replacement takes place no later than 60 days after: (a) the Downgraded date on which the Non-Consenting Bank will not result in becomes a Non-Consenting Bank; or (b) the reduction or withdrawal of its current rating, if any, date on which the Increased Cost Bank demands payment of the Commercial Paper. relevant additional amounts. 15.10.4 No Bank replaced under this clause 15.10 may be required to pay or surrender to that replacement Bank or other entity any of the fees received by it. 15.10.5 In the event case of a replacement of a an Increased Cost Bank, the Borrower shall pay the relevant additional amounts to that Increased Cost Bank pursuant prior to this Section, such it being replaced Bank shall assign its rights and obligations hereunder to a replacement bank selected by the Trust upon payment by the replacement bank to such Bank of such Bank’s outstanding Loans and any accrued and unpaid interest thereon, accrued Commitment Fee and any other those additional amounts owed to such Bank and to execute and deliver such documents evidencing such assignment as shall be necessary or reasonably requested by the Trust and the Agent. If a replacement bank is added as a Bank pursuant condition to clause (i) above in place of a Downgraded Bank whose Bank Commitment has been reduced to zero pursuant to Section 4.02(d), the Bank Commitment of the replacement Bank shall, subject to the limitations contained in Section 4.03, be the amount set forth in the documents evidencing such assignment referred to in the preceding sentence. Prior to adding any replacement bank as a Bank under this Section 4.04, the Rating Agencies shall receive notice of such replacement and the replacement bank shall have (i) paid to the Agent an administrative fee for processing such replacement in the amount of $2,500 and (ii) delivered an opinion or officer’s certificate, as determined by the Rating Agencies, regarding the enforceability of the Liquidity Agreement in form and substance satisfactory to the Rating Agenciesreplacement.