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 (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 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.

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 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.