Common use of Replacement of Banks Clause in Contracts

Replacement of Banks. If any Bank or the Issuing Bank (an “Affected Bank”) (a) (i) makes demand upon a Borrower for (or if a Borrower is otherwise required to pay) amounts pursuant to §6.7, §6.8 or §19, (ii) is unable to make or maintain LIBOR Rate Loans as a result of a condition described in §6.6, (iii) defaults in its obligation to make Loans, or accept and purchase Bankers’ Acceptances or reimburse the Issuing Bank for the amount of each draft paid under any Letter of Credit or fails to comply with the provisions of §2.17 or §14 with respect to making dispositions and arrangements with the other Banks, where such Bank’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Banks, in each case in accordance with the terms of this Agreement or (iv) is otherwise a Defaulting Bank, or (b) fails to approve any amendment, waiver or consent requested by any Borrower and such amendment, waiver or consent has received the written approval of not less than the Majority Banks, but also requires the approval of such Affected Bank, then in each case, such Borrower may, at its sole expense and effort, within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing such Borrower to be required to pay such compensation or causing §6.6 to be applicable), or default, as the case may be, by notice in writing to the Agents and such Affected Bank, require such Affected Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, §21), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that:

Replacement of Banks. If any Bank or the Issuing Bank (an “Affected Bank”) (a) (i) makes demand upon a Borrower for (or if a Borrower is otherwise required to pay) amounts pursuant to §§6.7, §6.8 or §19, (ii) is unable to make or maintain LIBOR Rate Loans as a result of a condition described in §6.6, (iii) defaults in its obligation to make Loans, or accept and purchase Bankers’ Acceptances or reimburse the Issuing Bank for the amount of each draft paid under any Letter of Credit or fails to comply with the provisions of §2.17 or §14 with respect to making dispositions and arrangements with the other BanksCredit, where such Bank’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Banks, in each case in accordance with the terms of this Agreement or (iv) is otherwise a Defaulting Delinquent Bank, or (b) fails to approve any amendment, waiver or consent requested by any Borrower and such amendment, waiver or consent has received the written approval of not less than the Majority Banks, but also requires the approval of such Affected Bank, then in each case, such Borrower may, at its sole expense and effort, within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing such Borrower to be required to pay such compensation or causing §6.6 to be applicable), or default, as the case may be, by notice (a “Replacement Notice”) in writing to the Agents and such Affected Bank, require such Affected Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, §21), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); , provided that:

Replacement of Banks. If any Bank or the Issuing Bank (an “Affected Bank”) (a) (i) makes demand upon a Borrower for (Bank requests compensation under Sections 5.01, 5.05 or if a Borrower is otherwise required to pay) amounts pursuant to §6.7, §6.8 or §195.06, (ii) is unable Section 5.03 becomes applicable to make or maintain LIBOR Rate Loans as a result of a condition described in §6.6any Bank, (iii) defaults the Borrower is required to pay additional amounts pursuant to Section 5.04 to a particular Bank materially in its obligation excess of amounts required to make Loans, or accept and purchase Bankers’ Acceptances or reimburse the Issuing Bank for the amount of each draft be paid under any Letter of Credit or fails to comply with the provisions of §2.17 or §14 with respect to making dispositions and arrangements with the other Banks, where such Bank’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Banks, in each case in accordance with the terms of this Agreement or (iv) is otherwise a Defaulting BankBank does not consent to the Borrower’s request for any amendment pursuant to Section 12.04 (but only if the Majority Banks have consented to such amendment), or (bv) fails a Bank is in default under its obligations pursuant to approve any amendmentSECTION 2 hereof, waiver or consent requested by any Borrower and such amendment, waiver or consent has received the written approval of not less than the Majority Banks, but also requires the approval of such Affected Bank, then in each case, such Borrower may, at its sole expense and effort, within ninety (90) days of receipt of upon notice to such demand, notice (or Bank and the occurrence of such other event causing such Borrower to be required to pay such compensation or causing §6.6 to be applicable), or default, as the case may be, by notice in writing to the Agents and such Affected BankAdministrative Agent, require such Affected Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions restrictions, including required consents, contained in, and consents required by, §21in Section 12.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such assumes those obligations (which assignee may be another Bank); provided that (i) such Bank receives payment from the assignee or from the Borrower of an amount equal to the obligations owing to such Bank (to the extent of the outstanding principal, accrued interest and fees included in those obligations), together with any additional amounts due pursuant to Section 5.01, 5.05 or 5.06 (in the case of all other amounts so included) and (ii) in the case of any such assignment resulting from a claim for compensation under Section 5.01, 5.05 or 5.06, such assignment shall result in a reduction in such compensation or payments. A Bank shall not be required to make any such assignment and delegation if, as a result of a waiver by such Bank of its right under Section 5.01, 5.03, 5.05 or 5.06, as applicable, the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply or if a Bank accepts determines in its sole discretion, that such transfer would result in additional costs not indemnified by the Borrower and notifies the Borrower of such additional costs together with a reasonably detailed description of such additional costs; provided that if the Borrower subsequently agree to indemnify such Bank for such costs, such Bank shall be required to make such assignment); provided that:.

Replacement of Banks. If Each Bank agrees that, upon the occurrence of any Bank or event giving rise to the Issuing Bank (an “Affected Bank”) operation of (a) (i) makes demand upon a Borrower for (Section 4.1 or if a Borrower is otherwise required Section 4.5 that results in the affected Bank charging to pay) amounts pursuant to §6.7, §6.8 the Borrowers increased costs or §19, (ii) is unable to make or maintain LIBOR Rate Loans as a result of a condition described in §6.6, (iii) defaults in its obligation to make Loans, or accept and purchase Bankers’ Acceptances or reimburse the Issuing Bank for the amount of each draft paid under any Letter of Credit or fails to comply with the provisions of §2.17 or §14 with respect to making dispositions and arrangements with the other Banks, where such Bank’s share of any payment received, whether by setoff or otherwise, is taxes in excess of its pro rata share of such payments due and payable to all of the Banks, in each case in accordance with the terms of this Agreement or (iv) is otherwise a Defaulting Bank, other Banks or (b) fails to approve any amendment, waiver or consent requested by any Borrower and such amendment, waiver or consent has received the written approval of not less than the Majority Banks, but also requires the approval of such Affected BankSection 4.3, then in each casecase the Borrowers shall have the right, if no Default or Event of Default shall have occurred and be continuing, to cause such Borrower mayaffected Bank to assign its Loans pursuant to Section 13.3 (with all fees payable pursuant to Section 13.3(b) to be paid by the replacement Bank(s)) to one or more Eligible Assignees; provided, at its sole expense that (i) such assignment shall not conflict and effortshall comply with Applicable Law, within ninety and (90ii) days the Borrowers or such assignee shall have paid to the assigning Bank in immediately available funds an amount equal to the sum of receipt the principal of and interest on the outstanding Loans of such demandBank accrued to the effective date of such assignment, plus all fees and other amounts accrued for the account of such Bank hereunder (including, without limitation, any amounts under Article IV); provided, further, that, if prior to any such assignment the circumstances or event that resulted in such Bank’s notice (under Section 4.1 or Section 4.3 or the occurrence of such other event causing such Borrower amounts paid pursuant to be required to pay such compensation or causing §6.6 to be applicable), or defaultSection 4.5, as the case may be, by notice in writing cease to the Agents and cause such Affected Bank, require such Affected Bank to assign and delegatesuffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 4.3, or cease to result in amounts being payable under Section 4.5, as the case may be (including, without recourse (in accordance with and subject limitation, as a result of any action taken by such Bank pursuant to the restrictions contained in, and consents required by, §21Section 4.6), all or if such Bank shall waive its right to claim further compensation in excess of that being charged by the other Banks under Section 4.1 or shall waive its interestsright to further payments in excess of that being charged by the other Banks under Section 4.5 in respect of such circumstances or event, rights and obligations under this Agreement and as the related Loan Documents case may be, then such Bank shall not thereafter be required to an assignee that shall assume make any such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that:assignment hereunder. ARTICLE V

Replacement of Banks. If any Bank or the Issuing Bank (an “Affected Bank”) (a) (i) makes demand upon a Borrower for (any Bank requests compensation under Sections 3.6, 3.9 or if a Borrower is otherwise required to pay) amounts pursuant to §6.7, §6.8 or §193.12, (ii) is unable the Borrowers are required to make pay any additional amount to any Bank or maintain LIBOR Rate Loans as a result any Governmental Authority for the account of a condition described in §6.6any Bank pursuant to Section 3.11, (iii) defaults in its obligation a Bank (a “Non-Consenting Bank”) does not consent to make Loansa proposed change, waiver, discharge or accept and purchase Bankers’ Acceptances or reimburse the Issuing Bank for the amount of each draft paid under any Letter of Credit or fails to comply with the provisions of §2.17 or §14 termination with respect to making dispositions and arrangements with any Credit Document that has been approved by the other BanksRequired Banks as provided in Section 11.6 but requires unanimous consent of all Banks or all Banks directly affected thereby (as applicable), where such Bank’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Banks, in each case in accordance with the terms of this Agreement or (iv) any Bank is otherwise a Non-Extending Bank, (v) any Bank is a Defaulting Bank (or would be a Defaulting Bank but for the delivery by such Bank of the written notice described in clause (a) of the definition of “Defaulting Bank” unless such notices have been delivered by the Required Banks), (vi) any Bank cannot provide an Alternative Currency or (bvii) fails any Bank does not consent to approve any amendment, waiver or consent requested the designation of an Applicant Foreign Borrower as a Foreign Borrower that otherwise has been approved by any Borrower and such amendment, waiver or consent has received the written approval of not less than the Majority Required Banks, but also requires then the approval of such Affected Bank, then in each case, such Borrower Borrowers may, at its their sole expense and effort, within ninety (90) days of receipt of upon notice to such demand, notice (or Bank and the occurrence of such other event causing such Borrower to be required to pay such compensation or causing §6.6 to be applicable), or default, as the case may be, by notice in writing to the Agents and such Affected BankAdministrative Agent, require such Affected Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, §21Section 11.3), all of its interests, rights and obligations under this Credit Agreement and the related Loan Credit Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); , provided that:

Replacement of Banks. If any Bank or the Issuing Bank (an “Affected Bank”) (a) (i) makes demand upon a Borrower for (or if a Borrower is otherwise required to pay) amounts pursuant to §6.7, §6.8 or §19, (ii) is unable to make or maintain LIBOR Rate Loans as a result of a condition described in §6.6, (iii) defaults in its obligation to make Loans, or accept and purchase Bankers’ Acceptances or reimburse the Issuing Bank for the amount of each draft paid under any Letter of Credit or fails to comply with the provisions of §2.17 or §14 with respect to making dispositions and arrangements with the other Banks, where such Bank’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Banks, in each case in accordance with the terms of this Agreement or (iv) is otherwise a Defaulting Bank, or (b) fails to approve any amendment, waiver or consent requested by any Borrower and such amendment, waiver or consent has received the written approval of not less than the Majority Banks, but also requires the approval of such Affected Bank, then in each case, such Borrower may, at its sole expense and effort, within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing such Borrower to be required to pay such compensation or causing §6.6 to be applicable), or default, as the case may be, by notice (a “Replacement Notice”) in writing to the Agents and such Affected Bank, require such Affected Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, §21), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); , provided that:

Replacement of Banks. If Each Bank agrees that, upon the occurrence of any Bank or event giving rise to the Issuing Bank (an “Affected Bank”) operation of (a) (i) makes demand upon a Borrower for (Section 4.1 or if a Borrower is otherwise required Section 4.5 that results in the affected Bank charging to pay) amounts pursuant to §6.7, §6.8 the Borrowers increased costs or §19, (ii) is unable to make or maintain LIBOR Rate Loans as a result of a condition described in §6.6, (iii) defaults in its obligation to make Loans, or accept and purchase Bankers’ Acceptances or reimburse the Issuing Bank for the amount of each draft paid under any Letter of Credit or fails to comply with the provisions of §2.17 or §14 with respect to making dispositions and arrangements with the other Banks, where such Bank’s share of any payment received, whether by setoff or otherwise, is taxes in excess of its pro rata share of such payments due and payable to all of the Banks, in each case in accordance with the terms of this Agreement or (iv) is otherwise a Defaulting Bank, other Banks or (b) fails to approve any amendment, waiver or consent requested by any Borrower and such amendment, waiver or consent has received the written approval of not less than the Majority Banks, but also requires the approval of such Affected BankSection 4.3, then in each casecase the Borrowers shall have the right, if no Default or Event of Default shall have occurred and be continuing, to cause such Borrower mayaffected Bank to assign its Loans pursuant to Section 13.3 (with all fees payable pursuant to Section 13.3(b) to be paid by the replacement Bank(s)) to one or more Eligible Assignees; provided, at its sole expense that (i) such assignment shall not conflict and effortshall comply with Applicable Law, within ninety and (90ii) days the Borrowers or such assignee shall have paid to the assigning Bank in immediately available funds an amount equal to the sum of receipt the principal of and interest on the outstanding Loans of such demandBank accrued to the effective date of such assignment, plus all fees and other amounts accrued for the account of such Bank hereunder (including, without limitation, any amounts under Article IV); provided, further, that, if prior to any such assignment the circumstances or event that resulted in such Bank’s notice (under Section 4.1 or Section 4.3 or the occurrence of such other event causing such Borrower amounts paid pursuant to be required to pay such compensation or causing §6.6 to be applicable), or defaultSection 4.5, as the case may be, by notice in writing cease to the Agents and cause such Affected Bank, require such Affected Bank to assign and delegatesuffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 4.3, or cease to result in amounts being payable under Section 4.5, as the case may be (including, without recourse (in accordance with and subject limitation, as a result of any action taken by such Bank pursuant to the restrictions contained in, and consents required by, §21Section 4.6), all or if such Bank shall waive its right to claim further compensation in excess of that being charged by the other Banks under Section 4.1 or shall waive its interestsright to further payments in excess of that being charged by the other Banks under Section 4.5 in respect of such circumstances or event, rights and obligations under this Agreement and as the related Loan Documents case may be, then such Bank shall not thereafter be required to an assignee that shall assume make any such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that:assignment hereunder.

Replacement of Banks. If any Bank or the Issuing Bank (an “"Affected Bank”) (a") (i) makes demand upon a Borrower the Borrowers for (or if a Borrower is Borrowers are otherwise required to pay) amounts pursuant to §6.7, §6.8 Sections 6.5 or §196.6, (ii) is unable to make or maintain LIBOR Rate Eurodollar Loans as a result of a condition described in §6.6, Section 6.4 or (iii) defaults in its obligation to make Loans, or participate in Letters of Credit and/or, in the case of the Canadian Banks, accept and purchase Bankers’ Acceptances or reimburse the Issuing Bank for the amount of each draft paid under any Letter of Credit or fails to comply with the provisions of §2.17 or §14 with respect to making dispositions and arrangements with the other Banks' Acceptances, where such Bank’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Banks, in each case in accordance with the terms of this Agreement or (iv) is otherwise such Bank being referred to as a "Defaulting Bank"), or (b) fails to approve any amendment, waiver or consent requested by any Borrower and such amendment, waiver or consent has received the written approval of not less than the Majority Banks, but also requires the approval of such Affected Bank, then in each case, such Borrower Borrowers may, at its sole expense and effort, within ninety (90) 90 days of receipt of such demand, notice (or the occurrence of such other event causing such Borrower the Borrowers to be required to pay such compensation or causing §6.6 Section 6.4 to be applicable), or default, as the case may be, by notice (a "Replacement Notice") in writing to the Bank Agents and such Affected Bank, require such Bank (A) request the Affected Bank to assign and delegate, without recourse (cooperate with the Borrowers in accordance with and subject obtaining a replacement bank satisfactory to the restrictions contained in, Bank Agents and consents required by, §21the Borrowers (the "Replacement Bank"), ; (B) request the non-Affected Banks to acquire and assume all of its intereststhe Affected Bank's Loans and Commitment, rights participate in Letters of Credit and/or, in the case of the Canadian Banks, accept and obligations purchase Bankers' Acceptances, as provided herein, but none of such Banks shall be under this Agreement and an obligation to do so; or (C) designate a Replacement Bank reasonably satisfactory to the related Loan Documents to an assignee that Bank Agents. If any satisfactory Replacement Bank shall assume such obligations (which assignee may be another Bankobtained, if a Bank accepts such assignment); provided that:and/or any of the non-Affected 61 -55-

Replacement of Banks. If any Bank or the Issuing Bank (an “Affected Bank”) (a) If (i) makes demand upon a Borrower for (any Bank requests payment of, or if a the Borrower is otherwise required to pay) amounts pay to any Bank, any amount pursuant to §6.7, §6.8 Section 8.01(b) or §19Section 8.03, (ii) is unable to make any Bank becomes a Defaulting Bank or maintain LIBOR Rate Loans as a result of a condition described in §6.6, (iii) defaults in any Bank notifies the Administrative Agent pursuant to Section 8.02 of its obligation inability to make make, maintain or fund Euro-Dollar Loans, or accept and purchase Bankers’ Acceptances or reimburse then the Issuing Bank for the amount of each draft paid under any Letter of Credit or fails to comply with the provisions of §2.17 or §14 with respect to making dispositions and arrangements with the other Banks, where such Bank’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Banks, in each case in accordance with the terms of this Agreement or (iv) is otherwise a Defaulting Bank, or (b) fails to approve any amendment, waiver or consent requested by any Borrower and such amendment, waiver or consent has received the written approval of not less than the Majority Banks, but also requires the approval of such Affected Bank, then in each case, such Borrower may, at its sole expense and effort, within ninety upon notice to such Bank and (90including any consent to any amendment, waiver or other modification pursuant to Section 9.05); provided, however, that this clause (iii) days shall not (subject to Section 9.05) apply to the vote of receipt a Defaulting Bank in the case of an amendment, waiver or other modification specifically requiring the consent of such demandBank or each Bank affected thereby (and in circumstances where the consent of “all Banks” is required, notice such Defaulting Bank’s vote shall not be included except (A) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (B) the principal amount of, or interest or fees payable on, Loans or L/C Borrowings may not be reduced or excused or the occurrence scheduled date of payment may not be postponed as to such other event causing Defaulting Bank without such Borrower to be required to pay such compensation or causing §6.6 to be applicable), or default, as the case may be, by notice in writing to the Agents and such Affected Defaulting Bank, require such Affected Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, §21), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment’s consent); provided that:and

Replacement of Banks. If any Bank or the Issuing Bank (an “"Affected Bank”") (a) (i) makes demand upon a the Borrower for (or if a the Borrower is otherwise required to pay) amounts pursuant to §6.7, §6.8 ss.ss.5.7 or §195.8, (iib) is unable to make or maintain LIBOR Eurocurrency Rate Loans as a result of a condition described in §6.6, ss.5.6 or (iiic) defaults in its obligation is unable to make Loansany Revolving Credit Loan or issue, extend or accept and purchase Bankers’ Acceptances or reimburse the Issuing Bank for the amount of each draft paid under renew any Letter of Credit or fails to comply with as described in ss.13.2, the provisions of §2.17 or §14 with respect to making dispositions and arrangements with the other Banks, where such Bank’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Banks, in each case in accordance with the terms of this Agreement or (iv) is otherwise a Defaulting Bank, or (b) fails to approve any amendment, waiver or consent requested by any Borrower and such amendment, waiver or consent has received the written approval of not less than the Majority Banks, but also requires the approval of such Affected Bank, then in each case, such Borrower may, at its sole expense and effort, within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing such the Borrower to be required to pay such compensation or causing §6.6 ss.5.6 or ss.13.2 to be applicable), or default, as the case may be, by notice (a "Replacement Notice") in writing to the Agents Agent and such Affected Bank (1) request the Affected Bank to cooperate with the Borrower in obtaining a replacement bank satisfactory to the Agent and the Borrower (the "Replacement Bank"); (2) request the non-Affected Banks to acquire and assume all of the Affected Bank's Revolving Credit Loans and Commitment, require as provided herein, but none of such Banks shall be under an obligation to do so; or (3) designate a Replacement Bank which is an Eligible Assignee that is reasonably satisfactory to the Agent. If any satisfactory Replacement Bank shall be obtained, and/or if any one or more of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, then such Affected Bank to assign and delegateshall assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, §21)ss.20, all of its interestsCommitment and Revolving Credit Loans, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that:its Revolving Credit Note

Replacement of Banks. If Each Bank agrees that, upon the occurrence of any Bank or event giving rise to the Issuing Bank (an “Affected Bank”) operation of (a) (i) makes demand upon a Section 4.1 or Section 4.5 that results in the affected Bank charging to the Borrower for (increased costs or if a Borrower is otherwise required to pay) amounts pursuant to §6.7, §6.8 or §19, (ii) is unable to make or maintain LIBOR Rate Loans as a result of a condition described in §6.6, (iii) defaults in its obligation to make Loans, or accept and purchase Bankers’ Acceptances or reimburse the Issuing Bank for the amount of each draft paid under any Letter of Credit or fails to comply with the provisions of §2.17 or §14 with respect to making dispositions and arrangements with the other Banks, where such Bank’s share of any payment received, whether by setoff or otherwise, is taxes in excess of its pro rata share of such payments due and payable to all of the Banks, in each case in accordance with the terms of this Agreement or (iv) is otherwise a Defaulting Bank, other Banks or (b) fails to approve any amendment, waiver or consent requested by any Borrower and such amendment, waiver or consent has received the written approval of not less than the Majority Banks, but also requires the approval of such Affected BankSection 4.3, then in each casecase the Borrower shall have the right, if no Default or Event of Default shall have occurred and be continuing, to cause such affected Bank to assign its Loans pursuant to Section 12.3 (with all fees payable pursuant to Section 12.3(b) to be paid by the replacement Bank(s)) to one or more Eligible Assignees; provided, that (i) such assignment shall not conflict and shall comply with Applicable Law, and (ii) the Borrower may, at its sole expense or such assignee shall have paid to the assigning Bank in immediately available funds an amount equal to the sum of the principal of Gerdau Credit Agreement and effort, within ninety (90) days of receipt interest on the outstanding Loans of such demandBank accrued to the effective date of such assignment, plus all fees and other amounts accrued for the account of such Bank hereunder (including, without limitation, any amounts under Article IV); provided, further, that, if prior to any such assignment the circumstances or event that resulted in such Bank’s notice (under Section 4.1 or Section 4.3 or the occurrence of such other event causing such Borrower amounts paid pursuant to be required to pay such compensation or causing §6.6 to be applicable), or defaultSection 4.5, as the case may be, by notice in writing cease to the Agents and cause such Affected Bank, require such Affected Bank to assign and delegatesuffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 4.3, or cease to result in amounts being payable under Section 4.5, as the case may be (including, without recourse (in accordance with and subject limitation, as a result of any action taken by such Bank pursuant to the restrictions contained in, and consents required by, §21Section 4.6), all or if such Bank shall waive its right to claim further compensation in excess of that being charged by the other Banks under Section 4.1 or shall waive its interestsright to further payments in excess of that being charged by the other Banks under Section 4.5 in respect of such circumstances or event, rights and obligations under this Agreement and as the related Loan Documents case may be, then such Bank shall not thereafter be required to an assignee that shall assume make any such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that:assignment hereunder.

Replacement of Banks. If Each Bank agrees that, upon the occurrence of any Bank or event occurring after the Issuing Bank (an “Affected Bank”) date hereof giving rise to the operation of (a) (i) makes demand upon a Borrower for (Section 4.1 or if a Borrower is otherwise required Section 4.5 that results in the affected Bank charging to pay) amounts pursuant to §6.7, §6.8 the Borrowers increased costs or §19, (ii) is unable to make or maintain LIBOR Rate Loans as a result of a condition described in §6.6, (iii) defaults in its obligation to make Loans, or accept and purchase Bankers’ Acceptances or reimburse the Issuing Bank for the amount of each draft paid under any Letter of Credit or fails to comply with the provisions of §2.17 or §14 with respect to making dispositions and arrangements with the other Banks, where such Bank’s share of any payment received, whether by setoff or otherwise, is taxes in excess of its pro rata share of such payments due and payable to all of the Banks, in each case in accordance with the terms of this Agreement or (iv) is otherwise a Defaulting Bank, other Banks or (b) fails to approve any amendment, waiver or consent requested by any Borrower and such amendment, waiver or consent has received the written approval of not less than the Majority Banks, but also requires the approval of such Affected BankSection 4.3, then in each casecase the Borrowers shall have the right, if no Default or Event of Default shall have occurred and be continuing, to cause such Borrower mayaffected Bank to assign its Loans pursuant to Section 13.3 (with all fees payable pursuant to Section 13.3(b) to be paid by the replacement Bank(s)) to one or more Eligible Assignees; provided, at its sole expense that (i) such assignment shall not conflict and effortshall comply with Applicable Law, within ninety and (90ii) days the Borrowers or such assignee shall have paid to the assigning Bank in immediately available funds an amount equal to the sum of receipt the principal of and interest on the outstanding Loans of such demandBank accrued to the effective date of such assignment, plus all fees and other amounts accrued for the account of such Bank hereunder (including, without limitation, any amounts under Article IV); provided, further, that, if prior to any such assignment the circumstances or event that resulted in such Bank’s notice (under Section 4.1 or Section 4.3 or the occurrence of such other event causing such Borrower amounts paid pursuant to be required to pay such compensation or causing §6.6 to be applicable), or defaultSection 4.5, as the case may be, by notice in writing cease to the Agents and cause such Affected Bank, require such Affected Bank to assign and delegatesuffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 4.3, or cease to result in amounts being payable under Section 4.5, as the case may be (including, without recourse (in accordance with and subject limitation, as a result of any action taken by such Bank pursuant to the restrictions contained in, and consents required by, §21Section 4.6), all or if such Bank shall waive its right to claim further compensation in excess of that being charged by the other Banks under Section 4.1 or shall waive its interestsright to further payments in excess of that being charged by the other Banks under Section 4.5 in respect of such circumstances or event, rights and obligations under this Agreement and as the related Loan Documents case may be, then such Bank shall not thereafter be required to an assignee that shall assume make any such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that:assignment hereunder.

Replacement of Banks. If any Bank or the Issuing Bank (an “Affected Bank”) (a) (i) makes demand upon a Borrower the Borrowers for (or if a Borrower is the Borrowers are otherwise required to pay) amounts pursuant to §6.7, §6.8 4.4 or §19, 4.10 or (ii) is unable to make or maintain LIBOR Rate Eurodollar Loans as a result of a condition described in §6.64.9, (iii) defaults in its obligation to make Loans, or accept and purchase Bankers’ Acceptances or reimburse the Issuing Bank for the amount of each draft paid under any Letter of Credit or fails to comply with the provisions of §2.17 or §14 with respect to making dispositions and arrangements with the other Banks, where such Bank’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Banks, in each case in accordance with the terms of this Agreement or (iv) is otherwise a Defaulting Bank, or (b) fails to approve any amendment, waiver or consent requested by any Borrower and such amendment, waiver or consent has received the written approval of not less than the Majority Banks, but also requires the approval of such Affected Bank, then in each case, such Borrower Borrowers may, at its sole expense and effort, within ninety (90) days of receipt of such demand, demand or notice (or the occurrence of such other event causing such Borrower the Borrowers to be required to pay such compensation or causing §6.6 4.9 to be applicable), or default, as the case may be, by notice in writing to the Agents Administrative Agent and such Affected Bank (a “Replacement Notice”) obtain a replacement Bank satisfactory to the Administrative Agent (the “Replacement Bank”) to assume the Affected Bank’s Commitment by (A) requesting the non-Affected Banks to acquire and assume all of the Affected Bank’s Loans and Commitment, require as provided herein, but none of such Banks shall be under an obligation to do so; or (B) designating a Replacement Bank reasonably satisfactory to the Administrative Agent. If any satisfactory Replacement Bank shall be obtained, and/or any of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank’s Loans and Commitment, then such Affected Bank to assign shall, so long as no Event of Default shall have occurred and delegatebe continuing, without recourse (assign, in accordance with and subject to the restrictions contained in, and consents required by, §21)18, all of its interestsCommitment, Loans, Notes and other rights and obligations under this Credit Agreement and the related all other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Replacement Bank accepts such assignment); provided that:or non-

Replacement of Banks. If any Bank or the Issuing Bank (an “"Affected Bank”) (a") (i) makes demand upon a Borrower for (or if a Borrower is otherwise required to pay) amounts pursuant to §Sections 6.7, §6.8 or §19, (ii) is unable to make or maintain LIBOR Rate Loans as a result of a condition described in §6.6, Section 6.6 or (iii) defaults in its obligation to make Loans, or accept and purchase Bankers’ ' Acceptances or reimburse the Issuing Bank for the amount of each draft paid under any Letter of Credit or fails to comply with the provisions of §2.17 or §14 with respect to making dispositions and arrangements with the other BanksCredit, where such Bank’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Banks, in each case in accordance with the terms of this Agreement (such Bank or (iv) is otherwise the Issuing Bank being referred to as a "Defaulting Bank, or (b) fails to approve any amendment, waiver or consent requested by any Borrower and such amendment, waiver or consent has received the written approval of not less than the Majority Banks, but also requires the approval of such Affected Bank, then in each case"), such Borrower may, at its sole expense and effort, within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing such Borrower to be required to pay such compensation or causing §Section 6.6 to be applicable), or default, as the case may be, by notice (a "Replacement Notice") in writing to the Agents and such Affected Bank, require such Bank (A) request the Affected Bank to assign and delegate, without recourse (cooperate with such Borrower in accordance with and subject obtaining a replacement bank or financial institution satisfactory to the restrictions contained in, Agents and consents required by, §21), all of its interests, rights and obligations under this Agreement and such Borrower (the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another "Replacement Bank, if a Bank accepts such assignment"); provided that:(B) request the relevant non-