Common use of Substitution of Bank Clause in Contracts

Substitution of Bank. In the event the Borrower is required to pay any material amounts to any Bank pursuant to Section 2.10, Section 3.01(a) or (b), or Section 3.03 hereof, the Borrower may give at least forty-five (45) days prior notice to such Bank (with copies to the Agent) that it wishes to seek one or more Assignees (which may be one or more of the Banks) to assume the Commitments of such Bank and to purchase its outstanding Advances and Notes and the Agent will use its best efforts to assist Borrower in obtaining an Assignee, PROVIDED, HOWEVER, that if more than one Bank requests that Borrower pay substantially and proportionately equal additional amounts under any such sections and Borrower elects to seek an Assignee(s) to assume the Commitments of any one of such affected Banks, Borrower must seek Assignee(s) to assume the Commitments of all of such affected Banks. Each Bank requesting compensation pursuant to Section 2.10, Section 3.01, or Section 3.03 hereof agrees to sell its Commitments, Advances, Notes and interest in this Agreement in accordance with Section 10.07 to any such Assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Advances and Notes PLUS all other fees and amounts (including, without limitation, any compensation claimed by such Bank under any such sections) due such Bank hereunder calculated, in each case, to the date such Commitments, Advances, Notes and interest are purchased. Upon such sale or prepayment, said Bank shall have no further Commitment or other obligation to Borrower hereunder or under any Note.

Substitution of Bank. In the event the Borrower is required to pay any material amounts to 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 Eurocurrency Loans has been suspended pursuant to Section 2.108.02 or (iii) any Bank has demanded compensation under Section 2.11(D) or Section 8.03 (any such Bank affected by clauses (i), Section 3.01(a(ii) or (biii), or Section 3.03 hereofherein an "Affected Bank"), the Borrower may give at least forty-five (45) days prior notice to such Bank (Company shall have the right, with copies to the assistance of the Agent) that it wishes , to seek one a mutually satisfactory substitute financial institution or more Assignees institutions (which may be one or more of the Banks) to purchase the Loans, Notes and L/C Interest and assume the Commitments Commitment of such Bank and to purchase its outstanding Advances and Notes in accordance with the provisions of Section 9.06(C) and the Agent will Company may make written demand on such Affected Bank (with a copy to the Agent) for the Affected Bank to assign, and such Affected Bank shall use its best commercially reasonable efforts to assist Borrower in obtaining an Assignee, PROVIDED, HOWEVER, that if assign pursuant to one or more than one Bank requests that Borrower pay substantially duly executed Assignment and proportionately equal additional amounts under any such sections and Borrower elects to seek an Assignee(sAssumption Agreements five (5) to assume Eurocurrency Business Days after the Commitments of any one date of such affected Banksdemand, Borrower must seek Assignee(s) to assume one or more financial institutions which the Commitments of Company or the Agent, as the case may be, shall have engaged for such purpose, all of such affected Affected Banks. Each Bank requesting compensation pursuant to Section 2.10, Section 3.01, or Section 3.03 hereof agrees to sell its Commitments, Advances, Notes ' rights and interest in obligations under this Agreement and the other instruments, documents and agreements delivered or executed from time to time in accordance with Section 10.07 to any such Assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Advances and Notes PLUS all other fees and amounts connection herewith (including, without limitation, any compensation claimed its Commitment and all Loans owing to it, all of its participation interests in existing Swingline Loans and Letters of Credit and its obligation to participate in additional Swingline Loans and Letters of Credit hereunder) in accordance with Section 9.06(C). No such assignment by an Affected Bank shall be required unless with respect to such Bank under any such sections) due such Bank hereunder calculated, in each case, to assignment the date such Commitments, Advances, Notes and interest are purchased. Upon such sale or prepayment, said Affected Bank shall have no further Commitment or other obligation concurrently received, in cash, all amounts due and owing to Borrower the Affected Bank hereunder or under any Noteinstruments, documents and agreements delivered or executed from time to time in connection herewith including, without limitation, the aggregate outstanding principal amount of the Loans and L/C Obligations owed to such Bank and any amounts in respect of Letters of Credit and Swingline Loans in which such Bank participated, together with accrued interest and fees through the date of such assignment, 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. In the event the Borrower is required to pay any material amounts to 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 Eurodollar Loans has been suspended pursuant to Section 2.108.02 or (iii) any Bank has demanded compensation under Section 2.11(D) or Section 8.03, Section 3.01(a(any such Bank affected by clauses (i), (ii) or (biii), or Section 3.03 hereofherein an "AFFECTED BANK"), the Borrower may give at least forty-five (45) days prior notice to such Bank (Company shall have the right, with copies to the assistance of the Agent) that it wishes , to seek one a mutually satisfactory substitute financial institution or more Assignees institutions (which may be one or more of the Banks) to purchase the Loans and Notes and assume the Commitments Commitment of such Bank and to purchase its outstanding Advances and Notes in accordance with the provisions of Section 9.06(C) and the Agent will Company may make written demand on such Affected Bank (with a copy to the Agent) for the Affected Bank to assign, and such Affected Bank shall use its best commercially reasonable efforts to assist Borrower in obtaining an Assignee, PROVIDED, HOWEVER, that if assign pursuant to one or more than one Bank requests that Borrower pay substantially duly executed Assignment and proportionately equal additional amounts under any such sections and Borrower elects to seek an Assignee(sAssumption Agreements five (5) to assume Business Days after the Commitments of any one date of such affected Banksdemand, Borrower must seek Assignee(s) to assume one or more financial institutions which the Commitments of Company or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT BANK"), all of such affected Banks. Each Bank requesting compensation pursuant to Section 2.10, Section 3.01, or Section 3.03 hereof agrees to sell its Commitments, Advances, Notes Affected Bank's rights and interest in obligations under this Agreement in accordance with Section 10.07 to any such Assignee for an amount equal to and the sum of the outstanding unpaid principal of and accrued interest on such Advances and Notes PLUS all other fees and amounts Loan Documents (including, without limitation, any compensation claimed its Commitment and all Loans owing to it) in accordance with Section 9.06(C). No such assignment by an Affected Bank shall be required unless with respect to such Bank under any such sections) due such Bank hereunder calculated, in each case, to assignment the date such Commitments, Advances, Notes and interest are purchased. Upon such sale or prepayment, said Affected Bank shall have no further Commitment or other obligation concurrently received, in cash, all amounts due and owing to Borrower the Affected Bank hereunder or under any Noteother Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Bank, together with accrued interest and fees through the date of such assignment, 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. In the event the Borrower is required to pay any material amounts to 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 Eurocurrency Loans has been suspended pursuant to Section 2.108.02 or (iii) any Bank has demanded compensation under Section 2.11(D) or Section 8.03 (any such Bank affected by clauses (i), Section 3.01(a(ii) or (biii), or Section 3.03 hereofherein an "Affected Bank"), the Borrower may give at least forty-five (45) days prior notice to such Bank (Company shall have the right, with copies to the assistance of the Agent) that it wishes , to seek one a mutually satisfactory substitute financial institution or more Assignees institutions (which may be one or more of the Banks) to purchase the Loans, Notes and L/C Interest and assume the Commitments Commitment of such Bank and to purchase its outstanding Advances and Notes in accordance with the provisions of Section 9.06(C) and the Agent will Company may make written demand on such Affected Bank (with a copy to the Agent) for the Affected Bank to assign, and such Affected Bank shall use its best commercially reasonable efforts to assist Borrower in obtaining an Assignee, PROVIDED, HOWEVER, that if assign pursuant to one or more than one Bank requests that Borrower pay substantially duly executed Assignment and proportionately equal additional amounts under any such sections and Borrower elects to seek an Assignee(sAssumption Agreements five (5) to assume Eurocurrency Business Days after the Commitments of any one date of such affected Banksdemand, Borrower must seek Assignee(s) to assume one or more financial institutions which the Commitments of Company or the Agent, as the case may be, shall have engaged for such purpose ("Replacement Bank"), all of such affected Banks. Each Bank requesting compensation pursuant to Section 2.10, Section 3.01, or Section 3.03 hereof agrees to sell its Commitments, Advances, Notes Affected Bank's rights and interest in obligations under this Agreement and the other instruments, documents and agreements delivered or executed from time to time in accordance with Section 10.07 to any such Assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Advances and Notes PLUS all other fees and amounts connection herewith (including, without limitation, any compensation claimed its Commitment and all Loans owing to it, all of its participation interests in existing Swingline Loans and Letters of Credit and its obligation to participate in additional Swingline Loans and Letters of Credit hereunder) in accordance with Section 9.06(C). No such assignment by an Affected Bank shall be required unless with respect to such Bank under any such sections) due such Bank hereunder calculated, in each case, to assignment the date such Commitments, Advances, Notes and interest are purchased. Upon such sale or prepayment, said Affected Bank shall have no further Commitment or other obligation concurrently received, in cash, all amounts due and owing to Borrower the Affected Bank hereunder or under any Note.instruments, documents and agreements delivered or executed from time to time in connection herewith including, without limitation, the aggregate outstanding principal amount of the Loans and L/C Obligations owed to such Bank and any amounts in respect of Letters of Credit and Swingline Loans in which such Bank participated, together with accrued interest and fees through the date of such assignment, 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. 57 SIDLEY XXXXXX XXXXX & XXXX

Substitution of Bank. In (a) If (i) the event the Borrower is required to pay any material amounts to obligation of any Bank to make or maintain Euro-Dollar Loans has been suspended pursuant to Section 2.10, 8.02 or (ii) any Bank (or any Participant in its Loans) has demanded compensation under Section 3.01(a2.16(b) or 8.03, the Company shall have the right to seek a bank or banks (beach a "Substitute Bank"), or Section 3.03 hereof, the Borrower may give at least forty-five (45) days prior notice to such Bank (with copies to the Agent) that it wishes to seek one or more Assignees (which may be one or more of the Banks) Banks or one or more other banks reasonably satisfactory to the Agent, to purchase the Notes and assume the Commitments Commitment of such Bank and (the "Affected Bank") and, if the Company locates one or more Substitute Banks, the Affected Bank shall, upon payment to it of the purchase its outstanding Advances and Notes price agreed between it and the Agent will use Substitute Bank or Banks (or, failing such agreement, a purchase price in the amount of the outstanding principal amount of its best efforts Loans and accrued interest thereon to assist Borrower in obtaining an Assigneethe date of payment) plus any amount (other than principal and interest) then due to it or accrued for its account hereunder, PROVIDED, HOWEVER, that if more than one Bank requests that Borrower pay substantially assign all its rights and proportionately equal additional amounts obligations under any such sections this Agreement and Borrower elects to seek an Assignee(sthe Notes (including its Commitment) to assume the Commitments of any one of such affected Substitute Bank or Banks, Borrower must seek Assignee(sand the Substitute Bank or Banks shall assume such rights and obligations, whereupon (i) the commitment of each Substitute Bank that is already a Bank shall be increased by the portion of the Affected Bank's Commitment so assigned to assume the Commitments of all of such affected Banks. Each and assumed by it and (ii) each Substitute Bank requesting compensation pursuant that is not already a Bank shall become a Bank party to Section 2.10, Section 3.01, or Section 3.03 hereof agrees to sell its Commitments, Advances, Notes and interest in this Agreement in accordance and shall acquire all the rights and obligations of a Bank with Section 10.07 to any such Assignee for an amount a Commitment equal to the sum portion of the outstanding unpaid principal of Affected Bank's Commitment so assigned to and accrued interest on such Advances and Notes PLUS all other fees and amounts (including, without limitation, any compensation claimed assumed by such Bank under any such sections) due such Bank hereunder calculated, in each case, to the date such Commitments, Advances, Notes and interest are purchased. Upon such sale or prepayment, said Bank shall have no further Commitment or other obligation to Borrower hereunder or under any Noteit.

Substitution of Bank. In the event If any Bank has demanded compensation pursuant to Section 8.3 or 8.4 (or if the Borrower is has reasonably determined that it will be required to pay any material amounts to any Bank pursuant to Section 2.10, Section 3.01(a) or (bsuch compensation for the account of such Bank), or Section 3.03 hereof, the Borrower may give at least forty-five (45) days prior notice shall have the right, with the assistance of the Facility Agent, to such Bank (with copies to the Agent) that it wishes to seek designate one or more Assignees (which may be one or more are not affiliated with the Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit G hereto, the Banks) to assume the Commitments outstanding Loan Notes, Loans and Commitment of such Bank and to purchase its outstanding Advances and Notes and the Agent will use its best efforts to assist Borrower in obtaining an Assignee, PROVIDED, HOWEVER, that if more than one Bank requests that Borrower pay substantially and proportionately equal additional amounts under any such sections and Borrower elects to seek an Assignee(s) to assume the Commitments of any one all of such affected BanksBank’s other rights and obligations hereunder and under its Loan Notes without recourse to or warranty by such Bank, Borrower must seek Assignee(s) for a purchase price equal to assume the Commitments principal amount of all of such affected Banks. Each Bank requesting compensation Bank’s outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid facility fees in respect of such Bank’s Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.10, Section 3.01, or Section 3.03 hereof agrees to sell its Commitments, Advances, Notes and interest in this Agreement in accordance with Section 10.07 to any such Assignee for an amount equal to the sum of 2.14 if the outstanding unpaid principal Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment, plus the compensation then due and accrued interest on such Advances payable pursuant to Sections 8.3 and Notes PLUS 8.4 and all other fees amounts due and amounts (including, without limitation, any compensation claimed by payable to such Bank pursuant to this Agreement; provided that no such amount calculated by reference to Section 2.14 shall be payable if (A) the Borrower is exercising its rights under any such sectionsthis Section 8.6 by reason of a request for compensation by a Bank pursuant to Section 8.3 or 8.4 and (B) due such Bank hereunder calculatedwould have been able to, in each casebut did not, take steps to the date reduce or eliminate such Commitments, Advances, Notes and interest are purchased. Upon such sale or prepayment, said Bank shall have no further Commitment or other obligation to Borrower hereunder or under any Notecompensation.

Substitution of Bank. In the event the Borrower is required to pay any material amounts to 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 Eurodollar Loans has been suspended pursuant to Section 2.108.02 or (iii) any Bank has demanded compensation under Section 2.11(D) or Section 8.03, Section 3.01(a(any such Bank affected by clauses (i), (ii) or (biii), or Section 3.03 hereofherein an "Affected Bank"), the Borrower may give at least forty-five (45) days prior notice to such Bank (Company shall have the right, with copies to the assistance of the Agent) that it wishes , to seek one a mutually satisfactory substitute financial institution or more Assignees institutions (which may be one or more of the Banks) to purchase the Loans and Notes and assume the Commitments Commitment of such Bank and to purchase its outstanding Advances and Notes in accordance with the provisions of Section 9.06(C) and the Agent will Company may make written demand on such Affected Bank (with a copy to the Agent) for the Affected Bank to assign, and such Affected Bank shall use its best commercially reasonable efforts to assist Borrower in obtaining an Assignee, PROVIDED, HOWEVER, that if assign pursuant to one or more than one Bank requests that Borrower pay substantially duly executed Assignment and proportionately equal additional amounts under any such sections and Borrower elects to seek an Assignee(sAssumption Agreements five (5) to assume Eurodollar Business Days after the Commitments of any one date of such affected Banksdemand, Borrower must seek Assignee(s) to assume one or more financial institutions which the Commitments of Company or the Agent, as the case may be, shall have engaged for such purpose ("Replacement Bank"), all of such affected Banks. Each Bank requesting compensation pursuant to Section 2.10, Section 3.01, or Section 3.03 hereof agrees to sell its Commitments, Advances, Notes Affected Bank's rights and interest in obligations under this Agreement and the other instruments, documents and agreements delivered or executed from time to time in accordance with Section 10.07 to any such Assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Advances and Notes PLUS all other fees and amounts connection herewith (including, without limitation, any compensation claimed its Commitment and all Loans owing to it) in accordance with Section 9.06(C). No such assignment by an Affected Bank shall be required unless with respect to such Bank under any such sections) due such Bank hereunder calculated, in each case, to assignment the date such Commitments, Advances, Notes and interest are purchased. Upon such sale or prepayment, said Affected Bank shall have no further Commitment or other obligation concurrently received, in cash, all amounts due and owing to Borrower the Affected Bank hereunder or under any Noteother instruments, documents and agreements delivered or executed from time to time in connection herewith, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Bank, together with accrued interest and fees through the date of such assignment, 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.