Common use of Substitution of Bank Clause in Contracts

Substitution of Bank. If any Bank (i) has demanded compensation for increased costs pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) or (ii) has determined that the making or maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks, the Borrower shall have the right (with the assistance of the Agent) to designate an Assignee which is not an Affiliate of the Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto, the outstanding Loans and Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of that Bank's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.13 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If any Bank (i) the obligation of any Bank to make or to convert or continue outstanding Loans as or into Euro-Dollar Loans has demanded compensation for increased costs been suspended pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) 8.02 or (ii) any Bank has determined that the making demanded compensation under Section 8.03 or maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks8.04, the Borrower Company shall have the right (right, with the assistance of the Administrative Agent) , to designate an Assignee a substitute bank or banks (which is not an Affiliate may be one or more of the Borrower Banks) mutually satisfactory to the Company, the Administrative Agent, the Issuing Banks and the Swingline Bank (whose consent shall not be unreasonably withheld or delayed) to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto, the outstanding Loans and Commitment of such Bank and to assume all the Commitment and Letter of Credit Liabilities of such Bank's other rights and obligations hereunder , without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans and funded Letter of Credit Liabilities plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of that such Bank's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.13 2.14 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If any Bank (i) the obligation of any Bank to make, or to continue or convert outstanding Loans as or to, Euro-Dollar Loans has been suspended pursuant to Section 8.02, (ii) any Bank has demanded compensation for increased costs pursuant to under Section 8.03 or 8.04 or is entitled (iii) any Bank has declined a request to payments under Section 8.04(a) or (ii) has determined that extend the making or maintaining of any Euro-Dollar Loan has become unlawful or impossible Termination Date pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks2.01(c), the Borrower shall have the right (right, with the assistance of the Administrative Agent) , to designate an Assignee seek a mutually satisfactory substitute bank or banks (which is not an Affiliate may be one or more of the Borrower Banks) to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto, the outstanding Loans and Commitment of such Bank and to assume all of such Bank's ’s other rights and obligations hereunder without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to (A) the principal amount of all of such Bank's ’s outstanding Loans plus (B) any accrued but unpaid interest thereon and plus (C) the accrued but unpaid fees in respect of that Bank's ’s Commitment hereunder plus (D) such amount, if any, as would be payable pursuant to Section 2.13 2.14 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignmentassignment plus (E) any other amounts due and payable to such Bank hereunder.

Substitution of Bank. If any Bank (i) the obligation of any Bank to make or to convert or continue outstanding Loans as or into Euro-Dollar Loans has demanded compensation for increased costs been suspended pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) 8.02 or (ii) any Bank has determined that the making demanded compensation under Section 8.03 or maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks8.04, the Borrower Company shall have the right (right, with the assistance of the Administrative Agent) , to designate an Assignee a substitute bank or banks (which is not an Affiliate may be one or more of the Borrower Banks) mutually satisfactory to the Company and the Administrative Agent (whose consent shall not be unreasonably withheld or delayed) to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto, the outstanding Loans and Commitment of such Bank and to assume all the Commitment of such Bank's other rights and obligations hereunder , without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of that such Bank's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.13 2.14 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If any Bank (i) the obligation of any Bank to make, or to convert or continue outstanding Loans as or into, Euro-Dollar Loans has demanded compensation for increased costs been suspended pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) 8.02 or (ii) any Bank has determined that the making demanded compensation under Section 8.03 or maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks8.04, the Borrower shall have the right (right, with the assistance of the Administrative Agent, to designate a substitute bank or banks (which may be one or more of the Banks) mutually satisfactory to the Borrower and the Administrative Agent (whose consent shall not be unreasonably withheld or delayed) to designate an Assignee which purchase (and, if such right is not an Affiliate of the Borrower to purchase exercised, such Bank shall sell and assign) for cash, pursuant to an Assignment and Assumption Agreement substantially in substantially the form of Exhibit G hereto, the outstanding Loans for such Bank and assume the Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder , without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of that such Bank's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.13 2.14 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If any Bank (i) has demanded compensation for increased costs pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) or (ii) has determined that the making or maintaining continuation of any Euro-Dollar Loan has become unlawful or impossible impermissible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks, the Borrower shall have the right (with the assistance of the Agent) to designate an Assignee which is not an Affiliate affiliate of the Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement substantially in substantially the form of Exhibit G hereto, the outstanding Loans and Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid facility fees in respect of that Bank's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.13 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If any Bank (i) has demanded compensation for increased costs pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) or (ii) has determined that the making or maintaining of any Euro-Dollar Currency Loan has become unlawful or impossible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks, the Borrower shall have the right (with the assistance of the Agent) to designate an Assignee which is not an Affiliate of the Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G I hereto, the outstanding Loans and Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to (A) the principal amount of all of such Bank's outstanding Loans plus (B) any accrued but unpaid interest thereon and plus (C) the accrued but unpaid fees in respect of that Bank's Commitment hereunder plus (D) such amount, if any, as would be payable pursuant to Section 2.13 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignmentassignment plus (E) any other amounts due and payable to such Bank hereunder.

Substitution of Bank. If any Bank (i) has demanded compensation for increased costs or other payment pursuant to Section 8.03 8.3 or 8.04 or is entitled to payments under Section 8.04(a) 8.4 or (ii) has determined that the making making, maintenance or maintaining funding of any Euro-Euro- Dollar Loan has become unlawful or impossible impermissible pursuant to Section 8.02 and 8.2 and, in the case of clause (i), similar additional interest demand for compensation or compensation has not been demanded by, or a similar determination payment has not been made by, by all of the Banks, the Borrower shall have the right (with the assistance of the Agent) to designate an Assignee which is not an Affiliate of the Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto, the outstanding Loans and Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid facility fees in respect of that such Bank's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.13 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.to

Substitution of Bank. If the obligation of any Bank (i) to make or to convert or continue outstanding Loans as or into Euro-Dollar Loans has been suspended pursuant to Section 8.2 or any Bank has demanded compensation for increased costs pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) 8.3 or (ii) has determined that the making or maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks8.4, the Borrower shall have the right (right, with the assistance of the Agent) , to designate an Assignee a substitute bank or banks (which is not an Affiliate may be one or more of the Borrower Banks) mutually satisfactory to the Borrower, the Agent, the Issuing Banks and the Swingline Bank (whose consent shall not be unreasonably withheld or delayed) to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G D hereto, the outstanding Loans and Commitment of such Bank and to assume all the Commitment, Bankers' Acceptance Obligations and Letter of Credit Liabilities of such Bank's other rights and obligations hereunder , without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans Loans, Bankers' Acceptance Obligations and funded Letter of Credit Liabilities plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of that such Bank's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.13 2.11 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If any Bank (i) has demanded compensation for increased costs the obligation of any Bank to make or to convert or continue outstanding Loans as or into Euro-Dollar Loans have been suspended pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) 8.02 or (ii) any Bank has determined that the making demanded compensation under Section 8.03 or maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks8.04, the Borrower shall have the right (right, with the assistance of the Administrative Agent) , to designate an Assignee a substitute bank or banks (which is not an Affiliate may be one or more of the Borrower Banks) mutually satisfactory to the Borrower, the Administrative Agent (whose consent shall not be unreasonably withheld) and the issuing banks under the Related Documents to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G I hereto, the outstanding Loans and Commitment loans of such Bank and to assume all the commitment and letter of credit liabilities of such Bank's other rights Bank (and obligations hereunder its affiliates) under each of the Related Documents, without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans loans and funded letter of credit liabilities plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of that such Bank's Commitment hereunder commitments and letter of credit liabilities plus such amount, if any, as would be payable pursuant to Section 2.13 the funding loss indemnities in the Related Documents if the outstanding Loans loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If any Bank (i) has demanded compensation for increased costs pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) or (ii) has determined that the making or 50 maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks, the Borrower shall have the right (with the assistance of the Agent) to designate an Assignee which is not an Affiliate of the Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto, the outstanding Loans and Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to (A) the principal amount of all of such Bank's outstanding Loans plus (B) any accrued but unpaid interest thereon and plus (C) the accrued but unpaid fees in respect of that Bank's Commitment hereunder plus (D) such amount, if any, as would be payable pursuant to Section 2.13 2.12 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignmentassignment plus (E) any other amounts due and payable to such Bank hereunder.

Substitution of Bank. If any Bank (i) has demanded compensation for increased costs pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) or (ii) has determined that the making or maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks, the Borrower shall have the right (with the assistance of the Agent) to designate an Assignee which is not an Affiliate of the Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto, the outstanding Loans and 64 Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of that Bank's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.13 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If any Bank (i) has demanded compensation for increased costs pursuant to Section SECTION 8.03 or 8.04 or is entitled to payments under Section SECTION 8.04(a) or (ii) has determined that the making or maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to Section SECTION 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks, the Borrower shall have the right (with the assistance of the AgentAdministrative Agent and consent of the L/C Issuers) to designate an Assignee which is not an Affiliate of the Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G EXHIBIT F hereto, the outstanding Loans and Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to (A) the principal amount of all of such Bank's outstanding Loans plus and Unreimbursed Fundings PLUS (B) any accrued but unpaid interest thereon and PLUS (C) the accrued but unpaid fees in respect of that Bank's Commitment hereunder plus PLUS (D) such amount, if any, as would be payable pursuant to Section SECTION 2.13 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignmentassignment PLUS (E) any other amounts due and payable to such Bank hereunder.

Substitution of Bank. If any Bank (i) has demanded compensation for increased costs pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) 2.07 or (ii) has determined that the making or maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks8.13, the Borrower shall have the right (right, with the assistance of the Administrative Agent) , to designate an Assignee a substitute bank or banks (which is not an Affiliate may be one or more of the Borrower Banks) mutually satisfactory to the Borrower, the Administrative Agent (whose consent shall not be unreasonably withheld) and the issuing banks under the Related Documents to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G I hereto, the outstanding Loans and Commitment loans of such Bank and to assume all the commitment and letter of credit liabilities of such Bank's other rights Bank (and obligations hereunder its affiliates) under each of the Related Documents, without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans loans and funded letter of credit liabilities plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of that such Bank's Commitment hereunder commitments and letter of credit liabilities plus such amount, if any, as would be payable pursuant to Section 2.13 the funding loss indemnities in the Related Documents if the outstanding Loans loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If any Bank (i) has demanded compensation for increased costs pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) 54 59 or (ii) has determined that the making or maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks, the Borrower shall have the right (with the assistance of the Agent) to designate an Assignee which is not an Affiliate of the Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto, the outstanding Loans and Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of that Bank's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.13 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If any Bank (i) has demanded compensation for increased costs pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) or (ii) has determined that the making or maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks, the Borrower shall have the right (with the assistance of the Agent) to designate an Assignee which is not an Affiliate of the Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G I hereto, the outstanding Loans and Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to (A) the principal amount of all of such Bank's outstanding Loans plus (B) any accrued but unpaid interest thereon and plus (C) the accrued but unpaid fees in respect of that Bank's Commitment hereunder plus (D) such amount, if any, as would be payable pursuant to Section 2.13 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignmentassignment plus (E) any other amounts due and payable to such Bank hereunder.

Substitution of Bank. If any Bank (i) has demanded or is entitled to receive compensation for increased costs pursuant to Section 2.14 or 8.03 or 8.04 or is entitled to payments under Section 8.04(a) or (ii) has determined that the making or maintaining continuation of any Euro-Dollar Rate Loan has become unlawful or impossible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks, the Borrower shall have the right (with the assistance of the Agent) to designate an Assignee which is not an Affiliate of the Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto, cash the outstanding Loans and Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid facility fees in respect of that Bank's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.13 2.12 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignmentassignment and such Bank shall effect the sale of such Loans and Commitment to the designated Assignee on such terms.

Substitution of Bank. If any Bank (i) the obligation of any Bank to make, or to convert or continue outstanding Loans as or into, Euro-Dollar Loans has demanded compensation for increased costs been suspended pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) 8.02 or (ii) any Bank has determined that the making demanded compensation under Section 8.03 or maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks8.04, the Borrower shall have the right (right, with the assistance of the Administrative Agent, to designate a substitute bank or banks (which may be one or more of the Banks) mutually satisfactory to the Borrower and the Administrative Agent (whose consent shall not be unreasonably withheld or delayed) to designate an Assignee which purchase (and, if such right is not an Affiliate of the Borrower to purchase exercised, such Bank shall sell and assign) for cash, pursuant to an Assignment and Assumption Agreement substantially in substantially the form of Exhibit G hereto, the outstanding Loans for such Bank and assume the Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder , without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of that such Bank's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.13 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If any Bank Provided that no Default shall have occurred and be continuing, if (i) the obligation of any Bank to make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any Bank has demanded compensation for increased costs pursuant to under Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) or (ii) has determined that the making or maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks, the Borrower shall have the right (with the assistance of the Agent) to designate an Assignee which is not any Obligor, any of their Subsidiaries or an Affiliate of the Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement substantially in substantially the form of Exhibit G hereto, the outstanding Loans and Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder without recourse to or warranty by, or expense to, by such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid facility fees in respect of that such Bank's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.13 2.14 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment, plus the compensation then due and payable pursuant to Sections 8.03 and 8.04.

Substitution of Bank. If any Bank (i) has demanded compensation for increased costs pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) or or, (ii) has determined that the making or maintaining continuation of any Euro-Dollar Rate Loan has become unlawful or impossible impermissible pursuant to Section 8.02 and similar additional interest or compensation has not been 49 demanded by, or a similar determination has not been made by, all of the Banks, the Borrower shall have the right (with the assistance of the Agent) to designate an Assignee which is not an Affiliate affiliate of the Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement substantially in substantially the form of Exhibit G hereto, the outstanding Loans and Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid facility fees in respect of that Bank's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.13 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If any Bank (i) the obligation of any Bank to make or to convert or continue outstanding Loans as or into Euro-Dollar Loans has demanded compensation for increased costs been suspended pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) 8.02 or (ii) any Bank has determined that the making demanded compensation under Section 8.03 or maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks8.04, the Borrower Company shall have the right (right, with the assistance of the Senior Managing Agent) , to designate an Assignee a substitute bank or banks (which is not an Affiliate may be one or more of the Borrower Banks) mutually satisfactory to the Company and the Senior Managing Agent (whose consent shall not be unreasonably withheld or delayed) to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto, the outstanding Loans and Commitment of such Bank and to assume all the Commitment of such Bank's other rights and obligations hereunder , without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of that such Bank's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.13 2.14 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If any Bank (i) has demanded compensation for increased costs pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) or (ii) has determined that the making or maintaining of any Euro-Dollar Currency Loan has become unlawful or impossible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks, the Borrower shall have the right (with the assistance of the Agent) to designate an Assignee which is not an Affiliate of the Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G I hereto, the outstanding Loans and Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of that Bank's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.13 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If any Bank (i) the obligation of any Bank to make or to convert or continue outstanding Loans as or into Euro-Dollar Loans has demanded compensation for increased costs been suspended pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) 8.02 or (ii) any Bank has determined that the making demanded compensation under Section 8.03 or maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks8.04, the Borrower shall have the right (right, with the assistance of the Administrative Agent) , to designate an Assignee a substitute bank or banks (which is not an Affiliate may be one or more of the Borrower Banks) mutually satisfactory to the Borrower, the Administrative Agent (whose consent shall not be unreasonably withheld) and the issuing banks under the Related Documents to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G I hereto, the outstanding Loans and Commitment loans of such Bank and to assume all the commitment and letter of credit liabilities of such Bank's other rights Bank (and obligations hereunder its affiliates) under each of the Related Documents, without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans loans and funded letter of credit liabilities plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of that such Bank's Commitment hereunder commitments and letter of credit liabilities plus such amount, if any, as would be payable pursuant to Section 2.13 the funding loss indemnities in the Related Documents if the outstanding Loans loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If any Bank (i) has demanded compensation for increased costs pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) or (ii) has determined that the making or maintaining continuation of any Euro-Dollar Loan has become unlawful or impossible impermissible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks, the Borrower shall have the right (with the assistance of the Agent) to designate an Assignee which is not an Affiliate affiliate of the Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement substantially in substantially the form of Exhibit G D hereto, the outstanding Loans and Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid facility fees in respect of that Bank's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.13 2.12 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If any Bank (i) the obligation of any Bank to make, or to convert or continue outstanding Loans as or into, Euro-Dollar Loans has demanded compensation for increased costs been suspended pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) 8.02 or (ii) any Bank has determined that the making demanded compensation under Section 8.03 or maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks8.04, the Borrower shall have the right (right, with the assistance of the Administrative Agent, to designate a substitute bank or banks (which may be one or more of the Banks) mutually satisfactory to the Borrower and the Administrative Agent (whose consent shall not be unreasonably withheld or delayed) to designate an Assignee which purchase (and, if such right is not an Affiliate of the Borrower to purchase exercised, such Bank shall sell and assign) for cash, pursuant to an Assignment and Assumption Agreement substantially in substantially the form of Exhibit G hereto, the outstanding Loans for such Bank and assume the Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder , without recourse to or warranty by, or expense to, such Bank, . for a purchase price equal to the principal amount of all of such Bank's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of that such Bank's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.13 2.14 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If any Bank (i) has demanded compensation for increased costs pursuant to Section SECTION 8.03 or 8.04 or is entitled to payments under Section SECTION 8.04(a) or (ii) has determined that the making or maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to Section SECTION 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks, the Borrower shall have the right (with the assistance of the AgentAdministrative Agent and consent of the L/C Issuers) to designate an Assignee which is not an Affiliate of the Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G EXHIBIT F hereto, the outstanding Loans and Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to (A) the principal amount of all of such Bank's outstanding Loans plus and Unreimbursed Fundings PLUS (B) any accrued but unpaid interest thereon and PLUS (C) the accrued but unpaid fees in respect of that Bank's Commitment hereunder plus PLUS (D) such amount, if any, as would be payable pursuant to Section SECTION 2.13 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.assignment PLUS (E) any other amounts due and payable to such Bank hereunder. Tyco Credit Agreement (364-Day 2003)

Substitution of Bank. If any Bank (i) has demanded compensation for increased costs pursuant to Section 8.03 or 8.04 or is entitled to payments under Section 8.04(a) or or, (ii) has determined that the making or maintaining continuation of any Euro-Dollar Rate Loan has become unlawful or impossible impermissible pursuant to Section 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks, the Borrower shall have the right (with the assistance of the Agent) to designate an Assignee which is not an Affiliate affiliate of the Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement substantially in substantially the form of Exhibit G hereto, the outstanding Loans and Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to the principal amount of all of such Bank's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid facility fees in respect of that Bank's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.13 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment.