Common use of Replacement of Banks Clause in Contracts

Replacement of Banks. If any Bank requests compensation pursuant to Section 1.12, 7.02 or 7.03, or such Bank's obligation to make or continue, or to convert Loans of any other Type into, any Type of Eurodollar Rate Loan shall be suspended pursuant to Section 7.01, the Borrower, upon three Business Days' notice, may require that such Bank transfer all of its right, title and interest under this Agreement and such Bank's Notes to any bank or financial institution identified by the Borrower with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) (a) if such proposed transferee agrees to assume all of the obligations of such Bank for consideration equal to the outstanding principal amount of such Bank's Loans, together with interest thereon to the date of such transfer, and satisfactory arrangements are made for payment to such Bank of all other amounts payable hereunder to such Bank on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 7.04 as if all of such Bank's Loans were being prepaid in full on such date) and (b) if such Bank being replaced has requested compensation pursuant to Section 1.12, 7.02 or 7.03, such proposed transferee's aggregate requested compensation, if any, pursuant to Section 1.12, 7.02 or 7.03 with respect to such replaced Bank's Loans is lower than that of the Bank replaced. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements of the Borrower contained in Sections 1.12, 7.02, 7.03, 7.04 and 9.02 (without duplication of any payments made to such Bank by the Borrower or the proposed transferee) shall survive for the benefit of any Bank replaced under this Section 7.07 with respect to the time prior to such replacement.

Replacement of Banks. If (a) any Bank requests compensation pursuant to Section 1.121.13, 7.02 or 7.03, or (b) such Bank's obligation to make or continue, or to convert Loans of any other Type into, any Type of Eurodollar Rate Loan shall be suspended pursuant to Section 7.017.01 or (c) such Bank, for reasons other than the Borrowerdetermination by such Bank that the conditions to lending have not been fulfilled, does not make available any RC Loans requested pursuant to Section 1.02(a), EUA, upon three Business Days' notice, may require that such Bank transfer all of its right, title and interest under this Agreement and such Bank's Notes to any bank or financial institution identified by the Borrower with and consented to by the consent of the Administrative Agent (which consent shall not be unreasonably withheldwithheld or delayed) (ai) if such proposed transferee agrees to assume all of the obligations of such Bank for consideration equal to the outstanding principal amount of such Bank's Loans, together with interest thereon to the date of such transfer, and satisfactory arrangements are made for payment to such Bank of all other amounts payable hereunder to such Bank on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 7.04 as if all of such Bank's Loans were being prepaid in full on such date) and (bii) if such Bank being replaced has requested compensation pursuant to Section 1.121.13, 7.02 or 7.03, such proposed transferee's the aggregate requested compensation, if any, pursuant to Section 1.121.13, 7.02 or 7.03 with respect to such replaced Bank's Loans is lower that could have been claimed by such proposed transferee had it been the Bank holding such Loans would not, at the time of the proposed transfer, be greater than that the amount of such compensation requested by the Bank replaced. Without prejudice to the survival of any other agreement of the Borrower Borrowers hereunder, the agreements of the Borrower Borrowers contained in Sections 1.121.13, 7.02, 7.03, 7.04 and 9.02 10.02 (without duplication of any payments made to such Bank by the Borrower Borrowers or the proposed transferee) shall survive for the benefit of any Bank replaced under this Section 7.07 with respect to the time prior to such replacement.

Replacement of Banks. If any Bank requests compensation pursuant to Section 1.12, 7.02 5.01 or 7.035.05 hereof, or such any Bank's obligation to make or continue, or to convert Loans of any other Type into, or denominated in any Type of Eurodollar Rate Loan Currency shall be suspended pursuant to Section 7.015.01 hereof (any such Bank requesting such compensation, the or whose obligations are so suspended, being herein called a "REQUESTING BANK"), any Borrower, upon three Business Days' noticenotice to the Administrative Agent, may require that such Requesting Bank transfer all of its right, title and interest under this Agreement and such Bank's Notes to any bank or other financial institution identified by the such Borrower with the consent of that is satisfactory to the Administrative Agent (which consent shall not be unreasonably withheld) in its reasonable determination (a) if such proposed transferee bank or other financial institution (a "PROPOSED BANK") agrees to assume all of the obligations of such Requesting Bank hereunder, and to purchase all of such Requesting Bank's Loans hereunder for consideration equal to the aggregate outstanding principal amount of such Requesting Bank's Loans, together with interest thereon to the date of such transfer, and satisfactory arrangements are made for payment to such Bank of all other amounts payable hereunder to such Bank on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 7.04 as if all of such Bank's Loans were being prepaid in full on such date) purchase and (b) if such Requesting Bank being replaced has requested compensation pursuant to Section 1.12, 7.02 5.01 or 7.035.05 hereof, such proposed transfereeProposed Bank's aggregate requested compensation, if any, pursuant to said Section 1.12, 7.02 5.01 or 7.03 5.05 with respect to such replaced Requesting Bank's Loans is lower than that of the Requesting Bank. Subject to the provisions of Section 12.05(b) hereof, such Proposed Bank replacedshall be a "Bank" for all purposes hereunder. Without prejudice to the survival of any other agreement of the Borrower hereunder, Borrowers hereunder the agreements of the Borrower Borrowers contained in Sections 1.125.01, 7.02, 7.03, 7.04 5.05 and 9.02 12.03 (without duplication of any payments made to such Requesting Bank by the Borrower Borrowers or the proposed transfereeProposed Bank) shall survive for the benefit of any such Requesting Bank replaced under this Section 7.07 5.06 with respect to the time prior to such replacement.

Replacement of Banks. If if any Bank requests compensation pursuant to Section 1.12, 7.02 becomes a Defaulting Bank or 7.03, or such Bank's obligation otherwise defaults in its obligations to make Loans or continuefund Unpaid Drawings, or to convert Loans (y) upon the occurrence of any other Type into, any Type of Eurodollar Rate Loan shall be suspended pursuant to Section 7.01, the Borrower, upon three Business Days' notice, may require that such Bank transfer all of its right, title and interest under this Agreement and such Bank's Notes to any bank or financial institution identified by the Borrower with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) (a) if such proposed transferee agrees to assume all of the obligations of such Bank for consideration equal event giving rise to the outstanding principal amount operation of such Bank's LoansSection 1.10(a)(ii) or (iii), together with interest thereon to the date of such transfer1.10(c), and satisfactory arrangements are made for payment to such Bank of all other amounts payable hereunder to such Bank on 2.06 or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 7.04 as if all of such Bank's Loans were being prepaid in full on such date) and (b) if such Bank being replaced has requested compensation pursuant to Section 1.12, 7.02 or 7.03, such proposed transferee's aggregate requested compensation, if any, pursuant to Section 1.12, 7.02 or 7.03 4.04 with respect to such replaced Bank's Loans is lower any Bank (other than that of the Agent) which results in any Bank replaced. Without prejudice charging to the survival Borrower materially increased costs in excess of any other agreement of the Borrower hereunder, the agreements of the Borrower contained in Sections 1.12, 7.02, 7.03, 7.04 and 9.02 (without duplication of any payments made to such Bank those being generally charged by the Borrower other Banks, or the proposed transferee(z) shall survive for the benefit of if any Bank replaced under this Section 7.07 (other than the Agent) refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 13.12(b), then the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Bank (other than the Agent 13 CREDIT AGREEMENT except in the case of clause (x), in which case the Agent may be replaced) (the "REPLACED BANK") with any other Bank or with one or more Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank or shall be in default in its obligations to make Loans or fund Unpaid Drawings at the time prior of such replacement (collectively, the "REPLACEMENT BANKS") reasonably acceptable to such replacement.the Agent, the Swingline Bank and each Issuing Bank with outstanding Letters of Credit (unless the respective Replacement Bank is not acquiring any Revolving Loan Commitment); provided that:

Replacement of Banks. If any Bank requests compensation pursuant to Section 1.12, 7.02 1.13 or 7.037.02, or such Bank's obligation to make or continue, or to convert Loans of any other Type into, any Type of Eurodollar Eurocurrency Rate Loan shall be suspended pursuant to Section 7.01, the BorrowerPremiere, upon three Business Days' notice, may require that such Bank transfer all of its right, title and interest under this Agreement and such Bank's Notes to any bank or financial institution identified by the Borrower Premiere with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) (a) if such proposed transferee agrees to assume all of the obligations of such Bank for consideration equal to the outstanding principal amount of such Bank's Loans, together with interest thereon to the date of such transfer, and satisfactory arrangements are made for payment to such Bank of all other amounts payable hereunder to such Bank on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 7.04 7.03 as if all of such Bank's Loans were being prepaid in full on such date) and (b) if such Bank being replaced has requested compensation pursuant to Section 1.12, 7.02 1.13 or 7.037.02, such proposed transferee's aggregate requested compensation, if any, pursuant to Section 1.12, 1.13 or 7.02 or 7.03 with respect to such replaced Bank's Loans is lower than that of the Bank replaced. Without prejudice to the survival of any other agreement of the Borrower Borrowers hereunder, the agreements of the Borrower Borrowers contained in Sections 1.121.13, 7.02, 7.03, 7.04 7.03 and 9.02 (without duplication of any payments made to such Bank by the Borrower or the proposed transferee10.02) shall survive for the benefit of any Bank replaced under this Section 7.07 7.06 with respect to the time prior to such replacement.

Replacement of Banks. If any Bank requests compensation pursuant -------------------- to Section 1.12, 7.02 5.01 or 7.035.05 hereof, or such any Bank's obligation to make or continue, or to convert Loans of any other Type into, or denominated in any Type of Eurodollar Rate Loan Currency shall be suspended pursuant to Section 7.015.01 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, being herein called a "Requesting Bank"), the BorrowerCompany, upon three --------------- Business Days' noticenotice to the Administrative Agent, may require that such Requesting Bank transfer all of its right, title and interest under this Agreement and such Bank's Notes to any bank or other financial institution identified by the Borrower with the consent of Company that is satisfactory to the Administrative Agent (which consent shall not be unreasonably withheld) in its reasonable determination (a) if such proposed transferee bank or other financial institution (a "Proposed Bank") agrees to ------------- assume all of the obligations of such Requesting Bank hereunder, and to purchase all of such Requesting Bank's Loans hereunder for consideration equal to the aggregate outstanding principal amount of such Requesting Bank's Loans, together with interest thereon to the date of such transfer, and satisfactory arrangements are made for payment to such Bank of all other amounts payable hereunder to such Bank on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 7.04 as if all of such Bank's Loans were being prepaid in full on such date) purchase and (b) if such Requesting Bank being replaced has requested compensation pursuant to Section 1.12, 7.02 5.01 or 7.035.05 hereof, such proposed transfereeProposed Bank's aggregate requested compensation, if any, pursuant to said Section 1.12, 7.02 5.01 or 7.03 5.05 with respect to such replaced Requesting Bank's Loans is lower than that of the Requesting Bank. Subject to the provisions of Section 11.06(b) hereof, such Proposed Bank replacedshall be a "Bank" for all purposes hereunder. Without prejudice to the survival of any other agreement of the Borrower hereunder, Company hereunder the agreements of the Borrower Company contained in Sections 1.125.01, 7.02, 7.03, 7.04 5.05 and 9.02 11.03 (without duplication of any payments made to such Requesting Bank by the Borrower Company or the proposed transfereeProposed Bank) shall survive for the benefit of any such Requesting Bank replaced under this Section 7.07 5.06 with respect to the time prior to such replacement.

Replacement of Banks. If any Bank requests compensation -------------------- pursuant to Section 1.12, 7.02 1.13 or 7.037.02, or such Bank's obligation to make or continue, or to convert Loans of any other Type into, any Type of Eurodollar Eurocurrency Rate Loan shall be suspended pursuant to Section 7.01, the BorrowerCompany, upon three Business Days' notice, may require that such Bank transfer all of its right, title and interest under this Agreement and such Bank's Notes to any bank or financial institution identified by the Borrower Company with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) (a) if such proposed transferee agrees to assume all of the obligations of such Bank for consideration equal to the outstanding principal amount of such Bank's Loans, together with interest thereon to the date of such transfer, and satisfactory arrangements are made for payment to such Bank of all other amounts payable hereunder to such Bank on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 7.04 7.03 as if all of such Bank's Loans were being prepaid in full on such date) and (b) if such Bank being replaced has requested compensation pursuant to Section 1.12, 7.02 1.13 or 7.037.02, such proposed transferee's aggregate requested compensation, if any, pursuant to Section 1.12, 1.13 or 7.02 or 7.03 with respect to such replaced Bank's Loans is lower than that of the Bank replaced. Without prejudice to the survival of any other agreement of the Borrower Borrowers hereunder, the agreements of the Borrower Borrowers contained in Sections 1.121.13, 7.02, 7.03, 7.04 7.03 and 9.02 (without duplication of any payments made to such Bank by the Borrower or the proposed transferee10.02) shall survive for the benefit of any Bank replaced under this Section 7.07 7.06 with respect to the time prior to such replacement.

Replacement of Banks. If if any Bank requests compensation pursuant to Section 1.12, 7.02 becomes a Defaulting Bank or 7.03, or such Bank's obligation otherwise defaults in its obligations to make Loans or continuefund Unpaid Drawings, or to convert Loans (y) upon the occurrence of any other Type into, any Type of Eurodollar Rate Loan shall be suspended pursuant to Section 7.01, the Borrower, upon three Business Days' notice, may require that such Bank transfer all of its right, title and interest under this Agreement and such Bank's Notes to any bank or financial institution identified by the Borrower with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) (a) if such proposed transferee agrees to assume all of the obligations of such Bank for consideration equal event giving rise to the outstanding principal amount operation of such Bank's LoansSection 1.10(a)(ii) or (iii), together with interest thereon to the date of such transfer1.10(c), and satisfactory arrangements are made for payment to such Bank of all other amounts payable hereunder to such Bank on 2.06 or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 7.04 as if all of such Bank's Loans were being prepaid in full on such date) and (b) if such Bank being replaced has requested compensation pursuant to Section 1.12, 7.02 or 7.03, such proposed transferee's aggregate requested compensation, if any, pursuant to Section 1.12, 7.02 or 7.03 4.04 with respect to such replaced Bank's Loans is lower any Bank (other than that of the Agent) which results in any Bank replaced. Without prejudice charging to the survival Borrower materially increased costs in excess of any other agreement of the Borrower hereunder, the agreements of the Borrower contained in Sections 1.12, 7.02, 7.03, 7.04 and 9.02 (without duplication of any payments made to such Bank those being generally charged by the Borrower other Banks, or the proposed transferee(z) shall survive for the benefit of if any Bank replaced under this Section 7.07 (other than the Agent) refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 13.12(b), then the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Bank (other than the Agent except in the case of clause (x), in which case the Agent may be replaced) (the "REPLACED BANK") with any other Bank or with one or more Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank or shall be in default in its obligations to make Loans or fund Unpaid Drawings at the time prior of such replacement (collectively, the "REPLACEMENT BANKS") reasonably acceptable to such replacement.the Agent, the Swingline Bank and each Issuing Bank with outstanding Letters of Credit (unless the respective Replacement Bank is not acquiring any Revolving Loan Commitment); provided that:

Replacement of Banks. If any Bank requests -------------------- compensation pursuant to Section 1.12, 1.14 or 7.02 or 7.03hereof, or such Bank's obligation to make or continue, or to convert Loans of any other Type into, any Type of Eurodollar Fixed Rate Loan shall be suspended pursuant to Section 7.017.01 hereof, the Borrower, upon three Business Days' notice, may require that such Bank transfer all of its right, title and interest under this Agreement and such Bank's Notes Note to any bank or other financial institution identified by the Borrower with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) (ai) if such proposed transferee agrees to assume all of the obligations of such Bank hereunder for consideration equal to the outstanding principal amount of such Bank's Loans, together with the interest thereon to the date of such transfer, and satisfactory arrangements are made for payment to such Bank of all other amounts payable hereunder to such Bank on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that which would be payable under Section 7.04 7.03 hereof as if all of such Bank's Loans were being prepaid in full on such date) and (bii) if such Bank being replaced has requested compensation pursuant to Section 1.12, 1.14 or 7.02 or 7.03hereof, such proposed transferee's aggregate requested compensation, if any, pursuant to said Section 1.12, 1.14 or 7.02 or 7.03 with respect to such replaced Bank's Loans is would be, under Applicable Law in effect at the time of the transfer, lower than that of the Bank replaced. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements of the Borrower contained in Sections 1.121.14, 7.02, 7.03, 7.04 7.03 and 9.02 (without duplication of any payments made to such Bank by the Borrower or the proposed transferee) shall survive for the benefit of any Bank replaced under this Section 7.07 7.06 with respect to the time prior to such replacement.

Replacement of Banks. If any Bank requests compensation -------------------- pursuant to Section 1.12, 7.02 5.01 or 7.035.05 hereof, or such any Bank's obligation to make or continue, or to convert Loans of any other Type into, or denominated in any Type of Eurodollar Rate Loan Currency shall be suspended pursuant to Section 7.015.01 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, being herein called a "Requesting Bank"), the BorrowerCompany, upon three Business Days' noticenotice to the Administrative Agent, may require that such Requesting Bank transfer all of its right, title and interest under this Agreement and such Bank's Notes to any bank or other financial institution identified by the Borrower with the consent of Company that is satisfactory to the Administrative Agent (which consent shall not be unreasonably withheld) in its reasonable determination (a) if such proposed transferee bank or other financial institution (a "Proposed, Bank") agrees to assume all of the obligations of such Requesting Bank hereunder, and to purchase all of such Requesting Bank's Loans hereunder for consideration equal to the aggregate outstanding principal amount of such Requesting Bank's Loans, together with interest thereon to the date of such transfer, and satisfactory arrangements are made for payment to such Bank of all other amounts payable hereunder to such Bank on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 7.04 as if all of such Bank's Loans were being prepaid in full on such date) purchase and (b) if such Requesting Bank being replaced has requested compensation pursuant to Section 1.12, 7.02 5.01 or 7.035.05 hereof, such proposed transfereeProposed Bank's aggregate requested compensation, if any, pursuant to said Section 1.12, 7.02 5.01 or 7.03 5.05 with respect to such replaced Requesting Bank's Loans is lower than that of the Requesting Bank. Subject to the provisions of Section 11.06(b) hereof, such Proposed Bank replacedshall be a "Bank' for all purposes hereunder. Without prejudice to the survival of any other agreement of the Borrower hereunder, Company hereunder the agreements of the Borrower Company contained in Sections 1.125.01, 7.02, 7.03, 7.04 5.05 and 9.02 11.03 (without duplication of any payments made to such Requesting Bank by the Borrower Company or the proposed transfereeProposed Bank) shall survive for the benefit of any such Requesting Bank replaced under this Section 7.07 5.06 with respect to the time prior to such replacement.