Common use of Additional Banks Clause in Contracts

Additional Banks. Subject to Section 6.01, the Borrower may designate a bank or other financial institution that has previously issued letters of credit for the account of the Borrower or a Subsidiary thereof on or prior to May 28, 2003 and is not already a Bank at the time of such designation as a Bank; provided, that (A) such a designation of any bank or financial institution shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld) and (B) no Default or Event of Default shall have occurred and be continuing prior to or after giving effect to any designation made pursuant to this Section 2.08. Upon (i) the execution and delivery by the Borrower and such bank or financial institution of an instrument of assumption reasonably satisfactory to the Administrative Agent, (ii) the preparation by such bank or financial institution of a schedule setting forth the letters of credit that shall thereafter constitute Letters of Credit hereunder and the confirmation by the Borrower of such schedule and (iii) if necessary, the execution and delivery by the Borrower and such bank or other financial institution of an External Sharing Debt Supplement (as defined in the Guarantee and Collateral Agreement) pursuant to Section 8.14(b) of the Guarantee and Collateral Agreement, such bank or financial institution shall become a Bank with all the rights and obligations of a Bank under this Agreement. (c) Section 2.06(a) of the ESD Agreement is hereby amended by replacing each use of the term “Collateral Agent” therein with the term “Administrative Agent”. (d) Section 3.17(c) of the ESD Agreement is hereby amended in its entirety to read as follows:

Additional Banks. Subject to Section 6.01, the Borrower may designate a bank or other financial institution that has previously issued letters of credit for the account of the Borrower or a Subsidiary thereof on or prior to May 28, 2003 the Amendment Effective Date and is not already a Bank at the time of such designation as a Bank; provided, that (A) such a designation of any bank or financial institution shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld) and (B) no Default or Event of Default shall have occurred and be continuing prior to or after giving effect to any designation made pursuant to this Section 2.08. Upon (i) the execution and delivery by the Borrower and such bank or financial institution of an instrument of assumption reasonably satisfactory to the Administrative Agent, (ii) the preparation by such bank or financial institution of a schedule setting forth the letters of credit that shall thereafter constitute Letters of Credit hereunder and the confirmation by the Borrower of such schedule and (iii) if necessary, the execution and delivery by the Borrower and such bank or other financial institution of an External Sharing Debt Supplement (as defined in the Guarantee and Collateral Agreement) pursuant to Section 8.14(b) of the Guarantee and Collateral Agreement, such bank or financial institution shall become a Bank with all the rights and obligations of a Bank under this Agreement. (c) Section 2.06(a) of the ESD Agreement is hereby amended by replacing each use of the term “Collateral Agent” therein with the term “Administrative Agent”. (d) Section 3.17(c) of the ESD Agreement is hereby amended in its entirety to read as follows: