Common use of Substitution of Bank Clause in Contracts

Substitution of Bank. If (i) the obligation of any Lender to make or to convert or continue outstanding Loans as or into Euro-Dollar Loans has been suspended pursuant to Section 8.02, (ii) any Lender has demanded compensation under Section 8.03 or 8.04 or (iii) any Lender fails to execute and deliver any consent, amendment or waiver to this Agreement requested by the Borrower by the date specified by the Borrower (or gives the Borrower written notice prior to such date of its intention not to do so), the Borrower shall have the right to designate a substitute bank or banks (which may be one or more of the Lenders) reasonably mutually satisfactory to the Borrower and the Administrative Agent (and, in the case of a Revolving Lender, the Issuing Banks) to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit D hereto, the outstanding Loans and Letter of Credit Liabilities of such Lender and assume the Commitment(s) of such Lender, without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such Lender’s outstanding Loans and Reimbursement Obligations plus any accrued but unpaid interest thereon and the accrued but unpaid fees for the account of such Lender hereunder plus such amount, if any, as would be payable pursuant to Section 2.11 if the outstanding Loans of such Lender were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If any Bank (i) the obligation of any Lender to make or to convert or continue outstanding Loans as or into Euro-Dollar Loans has been suspended pursuant to Section 8.02, (ii) any Lender has demanded compensation under Section for increased costs pursuant to SECTION 8.03 or 8.04 or is entitled to payments under SECTION 8.04(a) or (iiiii) has determined that the making or maintaining of any Lender fails Euro-Dollar Loan has become unlawful or impossible pursuant to execute SECTION 8.02 and deliver any consentsimilar additional interest or compensation has not been demanded by, amendment or waiver to this Agreement requested by a similar determination has not been made by, all of the Borrower by the date specified by the Borrower (or gives the Borrower written notice prior to such date of its intention not to do so)Banks, the Borrower shall have the right to designate a substitute bank or banks (which may be one or more with the assistance of the Lenders) reasonably mutually satisfactory to the Borrower and the Administrative Agent (and, in and consent of the case L/C Issuers) to designate an Assignee which is not an Affiliate of a Revolving Lender, the Issuing Banks) Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit D EXHIBIT F hereto, the outstanding Loans and Letter of Credit Liabilities Commitment of such Lender Bank and to assume the Commitment(s) all of such Lender, Bank's other rights and obligations hereunder without recourse to or warranty by, or expense to, such LenderBank, for a purchase price equal to (A) the principal amount of all of such Lender’s Bank's outstanding Loans and Reimbursement Obligations plus Unreimbursed Fundings PLUS (B) any accrued but unpaid interest thereon and PLUS (C) the accrued but unpaid fees for the account in respect of such Lender that Bank's Commitment hereunder plus PLUS (D) such amount, if any, as would be payable pursuant to Section 2.11 SECTION 2.13 if the outstanding Loans of such Lender 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 (i) the obligation of any Lender to make make, or to convert or continue outstanding Loans as or into into, Euro-Dollar Loans has been suspended pursuant to Section 8.02, 8.02 or (ii) any Lender has demanded compensation under Section 8.03 or 8.04 or (iii) any Lender fails to execute and deliver any consent, amendment or waiver to this Agreement requested by the Borrower by the date specified by the Borrower (or gives the Borrower written notice prior to such date of its intention not to do so)8.04, 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 Lenders) reasonably mutually satisfactory to the Borrower and the Administrative Agent (and, in the case of a Revolving Lender, the Issuing Bankswhich consent shall not be unreasonably withheld or delayed) to purchase (and, if such right is exercised, such Lender shall sell and assign) for cash, pursuant to an Assignment and Assumption Agreement substantially in substantially the form of Exhibit D H hereto, the outstanding Loans (including any Competitive Bid Loans) and Letter of Credit Liabilities of such Lender and assume the Commitment(s) Commitment of such Lender, without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such Lender’s outstanding Loans and Reimbursement Obligations Letter of Credit Liabilities plus any accrued but unpaid interest or fees thereon and the accrued but unpaid fees for the account in respect of such Lender Lender’s Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.11 2.13 if the outstanding Loans of such Lender were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If (i) the obligation of any Lender to make or to convert or continue outstanding Loans as or into Euro-Dollar Loans has been suspended pursuant to Section 8.02, 8.02 or (ii) any Lender has demanded compensation under Section 8.03 or 8.04 or (iii) any Lender fails to execute and deliver any consent, amendment or waiver to this Agreement requested by the Borrower by the date specified by the Borrower (or gives the Borrower written notice prior to such date of its intention not to do so)8.04, 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 Lenders) reasonably mutually satisfactory to the Borrower and the Administrative Agent (and, in the case of a Revolving Lender, the Issuing BanksBanks and the Swing Loan Lender) to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit D hereto, the outstanding Loans and Letter of Credit Liabilities of such Lender and assume the Commitment(s) of such Lender, without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such Lender’s 's outstanding Loans and Reimbursement Obligations plus any accrued but unpaid interest thereon and the accrued but unpaid fees for the account of such Lender hereunder plus such amount, if any, as would be payable pursuant to Section 2.11 if the outstanding Loans of such Lender were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If (i) the obligation of any Lender to make or to convert or continue outstanding Loans as or into Euro-Dollar Loans has been suspended pursuant to Section 8.02, 8.02 or (ii) any Lender has demanded compensation under Section 8.03 or 8.04 or (iii) any Lender fails to execute and deliver any consent, amendment or waiver to this Agreement requested by the Borrower by the date specified by the Borrower (or gives the Borrower written notice prior to such date of its intention not to do so)8.04, 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 Lenders) reasonably mutually satisfactory to the Borrower and the Administrative Agent (and, in the case of a Revolving Lender, the Issuing BanksBanks and the Swing Loan Lender) to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit D I hereto, the outstanding Loans and Letter of Credit Liabilities of such Lender and assume the Commitment(s) of such Lender, without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such Lender’s 's outstanding Loans and Reimbursement Obligations plus any accrued but unpaid interest thereon and the accrued but unpaid fees for the account of such Lender hereunder plus such amount, if any, as would be payable pursuant to Section 2.11 21.1 if the outstanding Loans of such Lender were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If (i) the obligation of any Lender to make make, or to convert or continue outstanding Loans as or into into, Euro-Dollar Loans has been suspended pursuant to Section 8.02, 8.02 or (ii) any Lender has demanded compensation under Section 8.03 or 8.04 or (iii) any Lender fails to execute and deliver any consent, amendment or waiver to this Agreement requested by the Borrower by the date specified by the Borrower (or gives the Borrower written notice prior to such date of its intention not to do so)8.04, 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 Lenders) reasonably mutually satisfactory to the Borrower and the Administrative Agent (and, in the case of a Revolving Lender, the Issuing Bankswhich consent shall not be unreasonably withheld or delayed) to purchase (and, if such right is exercised, such Lender shall sell and assign) for cash, pursuant to an Assignment and Assumption Agreement substantially in substantially the form of Exhibit D H hereto, the outstanding Loans (including 56 any Competitive Bid Loans) and Letter of Credit Liabilities of such Lender and assume the Commitment(s) Commitment of such Lender, without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such Lender’s 's outstanding Loans and Reimbursement Obligations Letter of Credit Liabilities plus any accrued but unpaid interest or fees thereon and the accrued but unpaid fees for the account in respect of such Lender Lender's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.11 2.13 if the outstanding Loans of such Lender were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If (i) the obligation of any Lender to make or to convert or continue outstanding Loans as or into Euro-Dollar Loans has been suspended pursuant to Section 8.02, 8.2 or (ii) any Lender has demanded compensation under Section 8.03 8.3 or 8.04 or (iii) any Lender fails to execute and deliver any consent, amendment or waiver to this Agreement requested by the Borrower by the date specified by the Borrower (or gives the Borrower written notice prior to such date of its intention not to do so)8.4, 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 Lenders) reasonably mutually satisfactory to the Borrower and the Administrative Agent Agents (and, in the case of a Revolving Lender, the Issuing BanksIssuers and the Swingline Bank) to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit D G hereto, the outstanding Loans and Letter of Credit Liabilities LC Exposure of such Lender and assume the Commitment(s) of such Lender, without recourse to or warranty (except a warranty of title with respect to such Loans and LC Exposure) by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such Lender’s 's outstanding Loans and Reimbursement Obligations plus any accrued but unpaid interest thereon and the accrued but unpaid fees for the account of such Lender hereunder plus such amount, if any, as would be payable pursuant to Section 2.11 if the outstanding Loans of such Lender were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If (i) the obligation of any Lender to make or to convert or continue outstanding Loans as Euro-Currency Loans or to convert outstanding U.S. Dollar-Denominated Loans into Euro-Dollar Loans has been suspended pursuant to Section 8.02, 8.02 or (ii) any Lender has demanded compensation under Section 8.03 or 8.04 or (iii) any Lender fails to execute and deliver any consent, amendment or waiver to this Agreement requested by the Borrower by the date specified by the Borrower (or gives the Borrower written notice prior to such date of its intention not to do so)8.04, 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 Lenders) reasonably mutually satisfactory to the Borrower and the Administrative Agent Agents (and, in the case of a Tranche I Revolving Lender, the Issuing BanksIssuers and the Swingline Bank) to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit D G hereto, the outstanding Loans and Letter of Credit Liabilities LC Exposure of such Lender and assume the Commitment(s) of such Lender, without recourse to or warranty (except a warranty of title with respect to such Loans and LC Exposure) by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such Lender’s 's outstanding Loans and Reimbursement Obligations plus any accrued but unpaid interest thereon and the accrued but unpaid fees for the account of such Lender hereunder plus such amount, if any, as would be payable pursuant to Section 2.11 if the outstanding Loans of such Lender were prepaid in their entirety on the date of consummation of such assignment.

Substitution of Bank. If (i) the obligation of any Lender to make or to convert or continue outstanding Loans as or into Euro-Dollar Loans has been suspended pursuant to Section 8.02, 8.02 or (ii) any Lender has demanded compensation under Section 8.03 or 8.04 or (iii) any Lender fails to execute and deliver any consent, amendment or waiver to this Agreement requested by the Borrower by the date specified by the Borrower (or gives the Borrower written notice prior to such date of its intention not to do so)8.04, 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 Lenders) reasonably mutually satisfactory to the Borrower and the Administrative Agent (and, in the case of a Revolving Lender, the Issuing BanksBanks and the Swing Loan Lender) to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit D H hereto, the outstanding Loans and Letter of Credit Liabilities of such Lender and assume the Commitment(s) of such Lender, without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such Lender’s 's outstanding Loans and Reimbursement Obligations plus any accrued but unpaid interest thereon and the accrued but unpaid fees for the account of such Lender hereunder plus such amount, if any, as would be payable pursuant to Section 2.11 if the outstanding Loans of such Lender were prepaid in their entirety on the date of consummation of such assignment.