Common use of Substitution of Bank Clause in Contracts

Substitution of Bank. If (i) the obligation of any Bank to make Term Benchmark Loans has been suspended pursuant to Section 8.02, (ii) any Bank has demanded compensation under Section 8.03 or Section 8.04, (iii) any Bank is a Defaulting Bank or (iv) any Bank has failed to consent to a proposed amendment, waiver, discharge or termination that, pursuant to the terms of Section 11.06, requires the consent of such Bank and with respect to which the Majority Banks have granted their consent, the Company shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute bank or banks (“Substitute Banks”) (which may be one or more of the Banks) to purchase the Loans and assume the Commitment of such Bank (the “Exiting Bank”). The Exiting Bank shall, upon reasonable notice and payment to it of the purchase price agreed between it and the Substitute Bank or Banks (or, failing such agreement, a purchase price equal to the outstanding principal amount of its Loans and interest accrued thereon to but excluding the date of payment), assign all of its rights and obligations under this Agreement and the Notes (including its Commitment) to the Substitute Bank or Banks, and the Substitute Bank or Banks shall assume such rights and obligations, in accordance with Section 11.07. In connection with any such sale, the relevant Borrowers shall compensate the Exiting Bank for any funding losses as provided in Section 2.13 and the Company shall pay to the Exiting Bank its facility fee accrued to but excluding the date of such sale.

Substitution of Bank. If (i) any Bank shall have failed to fund its pro rata share of any Loan requested by any Borrower hereunder which such Bank is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) the obligation of any Bank to make Term Benchmark Eurodollar Loans has been suspended pursuant to Section 8.02, 8.02 or (iiiii) any Bank has demanded compensation under Section 8.03 2.11(D) or Section 8.048.03, (iiiany such Bank affected by clauses (i), (ii) any Bank is a Defaulting Bank or (iv) any Bank has failed to consent to a proposed amendmentiii), waiver, discharge or termination that, pursuant to the terms of Section 11.06, requires the consent of such Bank and with respect to which the Majority Banks have granted their consentherein an "AFFECTED BANK"), the Company shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute bank financial institution or banks (“Substitute Banks”) institutions (which may be one or more of the Banks) to purchase the Loans and Notes and assume the Commitment of such Bank (in accordance with the “Exiting Bank”). The Exiting Bank shall, upon reasonable notice and payment to it provisions of the purchase price agreed between it Section 9.06(C) and the Substitute Company may make written demand on such Affected Bank or Banks (or, failing such agreement, with a purchase price equal copy to the outstanding principal amount of its Loans Agent) for the Affected Bank to assign, and interest accrued thereon such Affected Bank shall use commercially reasonable efforts to but excluding assign pursuant to one or more duly executed Assignment and Assumption Agreements five (5) Business Days after the date of paymentsuch demand, to one or more financial institutions which the Company or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT BANK"), assign all of its such Affected Bank's rights and obligations under this Agreement and the Notes other Loan Documents (including including, without limitation, its CommitmentCommitment and all Loans owing to it) to the Substitute Bank or Banks, and the Substitute Bank or Banks shall assume such rights and obligations, in accordance with Section 11.079.06(C). In connection No such assignment by an Affected Bank shall be required unless with respect to such assignment the Affected Bank shall have concurrently received, in cash, all amounts due and owing to the Affected Bank hereunder or under any such saleother Loan Document, including, without limitation, the relevant Borrowers shall compensate aggregate outstanding principal amount of the Exiting Bank for any funding losses as provided in Section 2.13 Loans owed to such Bank, together with accrued interest and the Company shall pay to the Exiting Bank its facility fee accrued to but excluding fees through the date of such saleassignment, amounts payable under Sections 2.11(D), 2.12, 8.03 and 9.03 with respect to such Affected Bank and compensation payable under Section 2.07.

Substitution of Bank. If (i) the obligation of any Bank to make Term Benchmark Euro-Currency Loans has been suspended pursuant to Section 8.028.2, (ii) any Bank has demanded compensation under Section 8.03 or Section 8.048.3, (iii) any Borrower is obligated to pay an additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 2.15, (iv) any Bank is a Defaulting Bank or (ivv) any Bank has failed to consent to a proposed amendment, waiver, discharge or termination that, pursuant to the terms of that under Section 11.06, 9.5 requires the consent of such Bank all the Banks (or all the affected Banks or all the Banks of the affected Class) and with respect to which the Required Banks (or, in circumstances where Section 9.5 does not require the consent of the Required Banks, a Majority in Interest of the Banks of the affected Class) shall have granted their consent, in each case, the Company Borrowers shall have the right, with the assistance of the Administrative AgentAgent and at the sole expense of the applicable Borrower or the applicable Additional Borrower (except, in the case of clause (v), at the sole expense of the applicable Defaulting Bank), to seek a mutually satisfactory substitute bank or banks (“Substitute Banks”) (which may be one or more of the Banks) ), mutually satisfactory to the applicable Borrower or applicable Additional Borrower and the Administrative Agent, to purchase the Loans and Notes (as applicable) and assume the Commitment Commitments of such Bank (Bank, in each case, of the “Exiting Bank”)relevant Class. The Exiting Borrowers shall give reasonable advance notice to the Bank shall, upon reasonable to be so substituted; provided that the failure to give such notice and payment to it shall not affect the rights of the purchase price agreed between it and the Substitute Bank or Banks (or, failing such agreement, a purchase price equal Borrowers pursuant to the outstanding principal amount of its Loans and interest accrued thereon to but excluding the date of payment), assign all of its rights and obligations under this Agreement and the Notes (including its Commitment) to the Substitute Bank or Banks, and the Substitute Bank or Banks shall assume such rights and obligations, in accordance with Section 11.07. In connection with any such sale, the relevant Borrowers shall compensate the Exiting Bank for any funding losses as provided in Section 2.13 and the Company shall pay to the Exiting Bank its facility fee accrued to but excluding the date of such sale8.5.

Substitution of Bank. If (i) the obligation of any Bank to make Term Benchmark Eurocurrency Loans has been suspended pursuant to Section 8.02, (ii) any Bank has demanded compensation under Section 8.03 or Section 8.04, (iii) any Bank is a Defaulting Bank or (iv) any Bank has failed to consent to a proposed amendment, waiver, discharge or termination that, pursuant to the terms of Section 11.06, requires the consent of such Bank and with respect to which the Majority Banks have granted their consent, the Company shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute bank or banks (“Substitute Banks”) (which may be one or more of the Banks) to purchase the Loans and assume the Commitment of such Bank (the “Exiting Bank”). The Exiting Bank shall, upon reasonable notice and payment to it of the purchase price agreed between it and the Substitute Bank or Banks (or, failing such agreement, a purchase price equal to the outstanding principal amount of its Loans and interest accrued thereon to but excluding the date of payment), assign all of its rights and obligations under this Agreement and the Notes (including its Commitment) to the Substitute Bank or Banks, and the Substitute Bank or Banks shall assume such rights and obligations, in accordance with Section 11.07. In connection with any such sale, the relevant Borrowers shall compensate the Exiting Bank for any funding losses as provided in Section 2.13 and the Company shall pay to the Exiting Bank its facility fee accrued to but excluding the date of such sale.

Substitution of Bank. If (i) the obligation of any Bank to make Term Benchmark Loans any Loan has been suspended pursuant to Section 8.02, (ii) any Bank has demanded compensation under Section 8.03 or Section 8.04, 8.04 or (iii) any Bank is a Defaulting Bank has not signed an amendment or (iv) any Bank has failed to consent to a proposed amendment, waiver, discharge or termination waiver that, pursuant to the terms of Section 11.0611.05(a), requires such Bank's signature and such amendment or waiver has been signed by the consent of such Bank and with respect to which the Majority Banks have granted their consentRequired Banks, the Company shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute bank or banks (“Substitute Banks”"SUBSTITUTE BANKS") (which may be one or more of the Banks) to purchase the Committed Loans and assume the Commitment of such Bank (the “Exiting Bank”"EXITING BANK"). The Exiting Bank shall, upon reasonable notice and payment to it of the purchase price agreed between it and the Substitute Bank or Banks (or, failing such agreement, a purchase price equal to the outstanding principal amount of its Committed Loans and interest accrued thereon to but excluding the date of payment), assign all of its rights and obligations under this Agreement and the Notes (including its CommitmentCommitment but excluding its Competitive Bid Loans, if any, unless it otherwise agrees) to the Substitute Bank or Banks, and the Substitute Bank or Banks shall assume such rights and obligations, in accordance with Section 11.0711.06(c). In connection with any such sale, the relevant Borrowers Company shall compensate the Exiting Bank for any funding losses as provided in Section 2.13 2.14 and the Company shall pay to the Exiting Bank its facility fee fees accrued to but excluding the date of such sale.

Substitution of Bank. If (i) the obligation of any Bank to make Term Benchmark LIBOR Loans or EURIBOR Loans has been suspended pursuant to Section 8.028.2, (ii) any Bank has demanded compensation under Section 8.03 8.3 or Section 8.048.4 (or if any Bank shall incur any MCR Cost pursuant to Exhibit G), or (iii) if any Bank is a Defaulting Bank or (iv) any Bank has failed to consent to a proposed amendment, waiver, discharge or termination that, pursuant to the terms of Section 11.06, requires the consent of such Bank and with respect to which the Majority Banks have granted their consentBank, the Company shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute bank or banks (“Substitute Banks”) (which may be one or more of the Banks) to purchase the Loans and assume the Commitment of such Bank (the “Exiting Bank”). The Exiting Bank shall, upon reasonable notice and payment to it of the purchase price agreed between it and the Substitute Bank or Banks (or, failing such agreement, a purchase price equal to the outstanding principal amount of its Loans and interest accrued thereon to but excluding the date of payment), assign all of its rights and obligations under this Agreement and the Notes (including its CommitmentCommitment and the Loans made by it) to the Substitute Bank or Banks, and the Substitute Bank or Banks shall assume such rights and obligations, in accordance with Section 11.0711.6. In connection with any such sale, the relevant Borrowers shall compensate the Exiting Bank for any funding losses as provided in Section 2.13 2.14 and the Company shall pay to the Exiting Bank its facility fee accrued to but excluding the date of such sale.

Substitution of Bank. (a) If (i) the obligation of any Bank to make Term Benchmark or maintain Euro-Dollar Loans has been suspended pursuant to Section 8.02, (ii) any Bank (or any Participant in its Loans) has demanded compensation under Section 8.03 or Section 8.04, (iii) any Bank is a Defaulting Declining Bank or (iv) any Bank has failed to consent to is a proposed amendment, waiver, discharge or termination that, pursuant to the terms of Section 11.06, requires the consent of such Bank and with respect to which the Majority Banks have granted their consentDefaulting Bank, the Company Borrower shall have the right, with the assistance of the Administrative Agent, right to seek a mutually satisfactory substitute bank or banks (“Substitute Banks”) (), which may be one or more of the Banks) Banks or one or more other banks satisfactory to the Agent, to purchase the Loan or Loans and assume the Commitment of such Bank (the “Exiting Affected Bank”). The Exiting ) and, if the Borrower locates a Substitute Bank, the Affected Bank shall, upon reasonable notice and payment to it of the purchase price agreed between it and the Substitute Bank or Banks (or, failing such agreement, a purchase price equal to in the amount of the outstanding principal amount of its Loans and accrued interest accrued thereon to but excluding the date of payment)) plus any amount (other than principal and interest) then due to it or accrued for its account hereunder, assign all of its rights and obligations under this Agreement and the Notes Notes, (including its CommitmentCommitment and its Loans) to the Substitute Bank or BanksBank, and the Substitute Bank or Banks shall assume such rights and obligations, in accordance whereupon the Substitute Bank shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with Section 11.07. In connection with any such sale, the relevant Borrowers shall compensate the Exiting Bank for any funding losses as provided in Section 2.13 and the Company shall pay a Commitment equal to the Exiting Bank its facility fee accrued to but excluding the date of such saleCommitment so assigned and assumed.