Common use of Substitution of Bank Clause in Contracts

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 Eurodollar Loans has been suspended pursuant to Section 8.02 or (iii) any Bank has demanded compensation under Section 2.11(D) or Section 8.03, (any such Bank affected by clauses (i), (ii) or (iii), herein an "AFFECTED BANK"), the Company shall have the right, with the assistance of the Agent, to seek a mutually satisfactory substitute financial institution or 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 provisions of Section 9.06(C) and the 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 commercially reasonable efforts to assign pursuant to one or more duly executed Assignment and Assumption Agreements five (5) Business Days after the date of such 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"), all of such Affected Bank's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, 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 assignment the Affected Bank shall have concurrently received, in cash, all amounts due and owing to the Affected Bank hereunder or under any other 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. 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 Eurocurrency Loans has been suspended pursuant to Section 8.02 or (iii) any Bank has demanded compensation under Section 2.11(D) or Section 8.03, 8.03 (any such Bank affected by clauses (i), (ii) or (iii), herein an "AFFECTED BANKAffected Bank"), the Company shall have the right, with the assistance of the Agent, to seek a mutually satisfactory substitute financial institution or institutions (which may be one or more of the Banks) to purchase the Loans Loans, Notes and Notes L/C Interest and assume the Commitment of such Bank in accordance with the provisions of Section 9.06(C) and the 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 commercially reasonable efforts to assign pursuant to one or more duly executed Assignment and Assumption Agreements five (5) Eurocurrency Business Days after the date of such 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")purpose, all of such Affected Bank's Banks' rights and obligations under this Agreement and the other Loan Documents instruments, documents and agreements delivered or executed from time to time in connection herewith (including, without limitation, 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 assignment the Affected Bank shall have concurrently received, in cash, all amounts due and owing to the Affected Bank hereunder or under any other Loan Documentinstruments, 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 BankBank 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. If (i) In the event the Borrower is required to pay any material amounts to 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 8.02 or (iii) any Bank has demanded compensation under 2.10, Section 2.11(D) or Section 8.03, (any such Bank affected by clauses (i), (ii3.01(a) or (iiib), herein an "AFFECTED BANK")or Section 3.03 hereof, the Company shall have the right, Borrower may give at least forty-five (45) days prior notice to such Bank (with the assistance of copies to the Agent, ) that it wishes to seek a mutually satisfactory substitute financial institution one or institutions more Assignees (which may be one or more of the Banks) to assume the Commitments of such Bank and to purchase the Loans 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 Commitment 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 provisions sum of Section 9.06(C) the outstanding unpaid principal of and the Company may make written demand accrued interest on such Affected Bank (with a copy to the Agent) for the Affected Bank to assign, Advances and such Affected Bank shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Notes PLUS all other fees and Assumption Agreements five (5) Business Days after the date of such 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"), all of such Affected Bank's rights and obligations under this Agreement and the other Loan Documents amounts (including, without limitation, its Commitment 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 all Loans owing to it) in accordance with Section 9.06(C)interest are purchased. No Upon such assignment by an Affected Bank shall be required unless with respect to such assignment the Affected sale or prepayment, said Bank shall have concurrently received, in cash, all amounts due and owing no further Commitment or other obligation to the Affected Bank Borrower hereunder or under any other 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 2.07Note.

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 Eurodollar Loans has been suspended pursuant to Section 8.02 or (iii) any Bank has demanded compensation under Section 2.11(D) or Section 8.03, (any such Bank affected by clauses (i), (ii) or (iii), herein an "AFFECTED BANKAffected Bank"), the Company shall have the right, with the assistance of the Agent, to seek a mutually satisfactory substitute financial institution or 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 provisions of Section 9.06(C) and the 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 commercially reasonable efforts to assign pursuant to one or more duly executed Assignment and Assumption Agreements five (5) Eurodollar Business Days after the date of such 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 BANKReplacement Bank"), all of such Affected Bank's rights and obligations under this Agreement and the other Loan Documents instruments, documents and agreements delivered or executed from time to time in connection herewith (including, without limitation, 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 assignment the Affected Bank shall have concurrently received, in cash, all amounts due and owing to the Affected Bank hereunder or under any other Loan Documentinstruments, 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.

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 Eurodollar Loans has been suspended pursuant to Section 8.02 or (iii) any Bank has demanded compensation under Section 2.11(D) or Section 8.03, (any such Bank affected by clauses (i), (ii) or (iii), herein an "AFFECTED BANKAffected Bank"), the Company shall have the right, with the assistance of the Agent, to seek a mutually satisfactory substitute financial institution or 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 provisions of Section 9.06(C) and the 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 commercially reasonable efforts to assign pursuant to one or more duly executed Assignment and Assumption Agreements five (5) Eurodollar Business Days after the date of such 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 BANKReplacement Bank"), all of such Affected Bank's rights and obligations under this Agreement and the other Loan Documents instruments, documents and agreements delivered or executed from time to time in connection herewith (including, without limitation, 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 41 SIDLEY ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ 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 other Loan Documentinstruments, 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.

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 Eurodollar Eurocurrency Loans has been suspended pursuant to Section 8.02 or (iii) any Bank has demanded compensation under Section 2.11(D) or Section 8.03, 8.03 (any such Bank affected by clauses (i), (ii) or (iii), herein an "AFFECTED BANKAffected Bank"), the Company shall have the right, with the assistance of the Agent, to seek a mutually satisfactory substitute financial institution or institutions (which may be one or more of the Banks) to purchase the Loans Loans, Notes and Notes L/C Interest and assume the Commitment of such Bank in accordance with the provisions of Section 9.06(C) and the 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 commercially reasonable efforts to assign pursuant to one or more duly executed Assignment and Assumption Agreements five (5) Eurocurrency Business Days after the date of such 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 BANKReplacement Bank"), all of such Affected Bank's rights and obligations under this Agreement and the other Loan Documents instruments, documents and agreements delivered or executed from time to time in connection herewith (including, without limitation, 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 assignment the Affected Bank shall have concurrently received, in cash, all amounts due and owing to the Affected Bank hereunder or under any other Loan Documentinstruments, 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 BankBank 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 ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇