Common use of First Right of Refusal; Replacement Clause in Contracts

First Right of Refusal; Replacement. (i) Upon the occurrence of any condition permitting the replacement of a Bank, each Bank which is not an Affected Bank shall have the right, but not the obligation, to elect to increase its respective Commitment by an amount not to exceed the amount of the Commitments of the Affected Banks, which election shall be made by written notice from each such Bank to the Administrative Agent and the Borrower given within 30 days after the date such condition occurs specifying the amount of such proposed increase in such Bank's Commitment. (ii) If the aggregate amount of the proposed increases in Commitments of all such Banks making such an election is in excess of the Commitments of the Affected Banks, (A) the Commitments of the Affected Banks shall be allocated pro rata among such Banks based on the respective amounts of the proposed increases to Commitments elected by each of such Banks, and (B) the respective Commitments of such Banks shall be increased by the respective amounts as so allocated so that after giving effect to such termination and increases the aggregate amount of the Commitments of the Banks will be the same as prior to such termination. (iii) If the aggregate amount of the proposed increases to Commitments of all Banks making such an election equals the Commitments of the Affected Banks, the respective Commitments of such Banks shall be increased by the respective amounts of their proposed increases, so that after giving effect to such termination and increase the aggregate amount of the Commitments of all of the Banks will be the same as prior to such termination. (iv) If the aggregate amount of the proposed increases to Commitments of all Banks making such an election is less than the Commitments of the Affected Banks, (A) the respective Commitments of such Banks shall be increased by the respective amounts of their proposed increases, and (B) the Borrower shall have the right to add additional Banks which are Eligible Assignees to this Agreement to replace such Affected Banks, which additional Banks would have aggregate Commitments no greater than those of the Affected Banks minus the amounts thereof assumed ----- by the other Banks pursuant to such increases.

First Right of Refusal; Replacement. (i) Upon the occurrence of any condition permitting the replacement of a Bank, each Bank which is not an Affected Bank shall have the right, but not the obligation, to elect to increase its respective Revolving Commitment by an amount not to exceed the amount of the Revolving Commitments of the Affected Banks, which election shall be made by written notice from each such Bank to the Administrative Agent and the Borrower given within 30 days after the date such condition occurs specifying the amount of such proposed increase in such Bank's Revolving Commitment. (ii) If the aggregate amount of the proposed increases in Revolving Commitments of all such Banks making such an election is in excess of the Revolving Commitments of the Affected Banks, (A) the Revolving Commitments of the Affected Banks shall be allocated pro rata among such Banks based on the respective amounts of the proposed increases to Revolving Commitments elected by each of such Banks, and (B) the respective Commitments of such Banks shall be increased by the respective amounts as so allocated so that after giving effect to such termination and increases the aggregate amount of the Revolving Commitments of the Banks will be the same as prior to such termination. (iii) If the aggregate amount of the proposed increases to Revolving Commitments of all Banks making such an election equals the Revolving Commitments of the Affected Banks, the respective Revolving Commitments of such Banks shall be increased by the respective amounts of their proposed increases, so that after giving effect to such termination and increase the aggregate amount of the Revolving Commitments of all of the Banks will be the same as prior to such termination. (iv) If the aggregate amount of the proposed increases to Revolving Commitments of all Banks making such an election is less than the Revolving Commitments of the Affected Banks, (A) the respective Revolving Commitments of such Banks shall be increased by the respective amounts of their proposed increases, and (B) the Borrower shall have the right to add additional Banks which are Eligible Assignees to this Agreement to replace such Affected Banks, which additional Banks would have aggregate Revolving Commitments no greater than those of the Affected Banks minus the amounts thereof assumed ----- by the other Banks pursuant to such increases.

First Right of Refusal; Replacement. (i1) Upon the occurrence of any condition permitting the replacement of a Bank, each Bank which is not an Affected Bank shall have the right, but not the obligation, to elect to increase its respective Revolving Commitment by an amount not to exceed the amount of the Revolving Commitments of the Affected Banks, which election shall be made by written notice from each such Bank to the Administrative Agent and the Borrower given within 30 days after the date such condition occurs specifying the amount of such proposed increase in such Bank's Revolving Commitment. (ii2) If the aggregate amount of the proposed increases in Revolving Commitments of all such Banks making such an election is in excess of the Revolving Commitments of the Affected Banks, (A) the Revolving Commitments of the Affected Banks shall be allocated pro rata among such Banks based on the respective amounts of the proposed increases to Revolving Commitments elected by each of such Banks, and (B) the respective Commitments of such Banks shall be increased by the respective amounts as so allocated so that after giving effect to such termination and increases the aggregate amount of the Revolving Commitments of the Banks will be the same as prior to such termination. (iii3) If the aggregate amount of the proposed increases to Revolving Commitments of all Banks making such an election equals the Revolving -38- 45 Commitments of the Affected Banks, the respective Revolving Commitments of such Banks shall be increased by the respective amounts of their proposed increases, so that after giving effect to such termination and increase the aggregate amount of the Revolving Commitments of all of the Banks will be the same as prior to such termination. (iv4) If the aggregate amount of the proposed increases to Revolving Commitments of all Banks making such an election is less than the Revolving Commitments of the Affected Banks, (A) the respective Revolving Commitments of such Banks shall be increased by the respective amounts of their proposed increases, and (B) the Borrower shall have the right to add additional Banks which are Eligible Assignees to this Agreement to replace such Affected Banks, which additional Banks would have aggregate Revolving Commitments no greater than those of the Affected Banks minus the amounts thereof assumed ----- by the other Banks pursuant to such increases.

First Right of Refusal; Replacement. (i) Upon the occurrence of any condition permitting the replacement of a Bank, each Bank which is not an Affected Bank shall have the right, but not the obligation, to elect to increase its respective Commitment by an amount not to exceed the amount of the Commitments of the Affected Banks, which election shall be made by written notice from each such Bank to the Administrative Agent and the Borrower given within 30 days after the date such condition occurs specifying the amount of such proposed increase in such Bank's Commitment. (ii) If the aggregate amount of the proposed increases in Commitments of all such Banks making such an election is in excess of the Commitments of the Affected Banks, (A) the Commitments of the Affected Banks shall be allocated pro rata among such Banks based on the respective amounts of the proposed increases to Commitments elected by each of such Banks, and (B) the respective Commitments of such Banks shall be increased by the respective amounts as so allocated so that after giving effect to such termination and increases the aggregate amount of the Commitments of the Banks will be the same as prior to such termination. (iii) If the aggregate amount of the proposed increases to Commitments of all Banks making such an election equals the Commitments of the Affected Banks, the respective Commitments of such Banks shall be increased by the respective amounts of their proposed increases, so that after giving effect to such termination and increase the aggregate amount of the Commitments of all of the Banks will be the same as prior to such termination. (iv) If the aggregate amount of the proposed increases to Commitments of all Banks making such an election is less than the Commitments of the Affected Banks, (A) the respective Commitments of such Banks shall be increased by the respective amounts of their proposed increases, and (B) the Borrower shall have the right to add additional Banks which are Eligible Assignees to this Agreement to replace such Affected Banks, which additional Banks would have aggregate Commitments no greater than those of the Affected Banks minus the amounts thereof assumed ----- by the other Banks pursuant to such increases.

First Right of Refusal; Replacement. (i) Upon the occurrence of any condition permitting the replacement of a BankLender, each Bank Lender which is not an Affected Bank Lender shall have the right, but not the obligation, to elect to increase its respective Revolving Commitment by an amount not to exceed the amount of the Revolving Commitments of the Affected BanksLenders, which election shall be made by written notice from each such Bank Lender to the Administrative Agent and the Borrower given within 30 days after the date such condition occurs specifying the amount of such proposed increase in such Bank's Lender’s Revolving Commitment. (ii) If the aggregate amount of the proposed increases in Revolving Commitments of all such Banks Lenders making such an election is in excess of the Revolving Commitments of the Affected BanksLenders, (A) the Revolving Commitments of the Affected Banks Lenders shall be allocated pro rata among such Banks Lenders based on the respective amounts of the proposed increases to Revolving Commitments elected by each of such BanksLenders, and (B) the respective Commitments commitments of such Banks Lenders shall be increased by the respective amounts as so allocated so that after giving effect to such termination and increases the aggregate amount of the Revolving Commitments of the Banks Lenders will be the same as prior to such termination. (iii) If the aggregate amount of the proposed increases to Revolving Commitments of all Banks making such an election equals the Commitments of the Affected Banks, the respective Commitments of such Banks shall be increased by the respective amounts of their proposed increases, so that after giving effect to such termination and increase the aggregate amount of the Commitments of all of the Banks will be the same as prior to such termination. (iv) If the aggregate amount of the proposed increases to Commitments of all Banks Lenders making such an election is less than the Revolving Commitments of the Affected BanksLenders, (A) the respective Revolving Commitments of such Banks Lenders shall be increased by the respective amounts of their proposed increases, and (B) the Borrower shall have the right to add additional Banks Lenders which are Eligible Assignees to this Agreement to replace such Affected BanksLenders, which additional Banks Lenders would have aggregate Revolving Commitments no greater than those of the Affected Banks Lenders minus the amounts thereof assumed ----- by the other Banks Lenders pursuant to such increases.

First Right of Refusal; Replacement. (i) Upon the occurrence of any condition permitting the replacement of a BankLender, each Bank Lender which is not an Affected Bank Lender shall have the right, but not the obligation, to elect to increase its respective Commitment by an amount not to exceed the amount of the Commitments of the Affected BanksLenders, which election shall be made by written notice from each such Bank Lender to the Administrative Agent and the Borrower Company given within 30 days after the date such condition occurs specifying the amount of such proposed increase in such Bank's Lender’s Commitment. (ii) If the aggregate amount of the proposed increases in Commitments of all such Banks Lenders making such an election is in excess of the Commitments of the Affected BanksLenders, (A) the Commitments of the Affected Banks Lenders shall be allocated pro rata among such Banks Lenders based on the respective amounts of the proposed increases to Commitments elected by each of such BanksLenders, and (B) the respective Commitments of such Banks Lenders shall be increased by the respective amounts as so allocated so that that, after giving effect to such termination and increases increases, the aggregate amount of the Commitments of all of the Banks Lenders will be the same as prior to such termination. (iii) If the aggregate amount of the proposed increases to in Commitments of all Banks such Lenders making such an election equals the Commitments of the Affected BanksLenders, the respective Commitments of such Banks Lenders shall be increased by the respective amounts of their proposed increasesincreases so that, so that after giving effect to such termination and increase increases, the aggregate amount of the Commitments of all of the Banks Lenders will be the same as prior to such termination. (iv) If the aggregate amount of the proposed increases to in Commitments of all Banks such Lenders making such an election is less than the Commitments of the Affected BanksLenders, (A) the respective Commitments of such Banks Lenders shall be increased by the respective amounts of their proposed increases, and (B) the Borrower Company shall have the right to add additional Banks Lenders which are Eligible Assignees to this Agreement to replace such Affected BanksLenders, which additional Banks Lenders would have aggregate Commitments no greater than those of the Affected Banks Lenders minus the amounts thereof assumed ----- by the other Banks Lenders pursuant to such increases.

First Right of Refusal; Replacement. (i) Upon the occurrence of any condition permitting the replacement of a BankLender, each Bank Lender which is not an Affected Bank Lender shall have the right, but not the obligation, to elect to increase its respective Revolving Commitment (and corresponding Norwegian Commitment and Primary Commitment, if any) by an amount not to exceed the amount of the Revolving Commitments (and corresponding Norwegian Commitments and Primary Commitments) of the Affected BanksLenders, which election shall be made by written notice from each such Bank Lender to the Administrative Agent and the Borrower given within 30 days after the date such condition occurs specifying the amount of such proposed increase in such Bank's Lender’s Revolving Commitment (and corresponding Norwegian Commitment and Primary Commitment, if any). (ii) If the aggregate amount of the proposed increases in Revolving Commitments (and corresponding Norwegian Commitments and Primary Commitments) of all such Banks Lenders making such an election is in excess of the Revolving Commitments (and corresponding Norwegian Commitments and Primary Commitments) of the Affected BanksLenders, (A) the Revolving Commitments (and corresponding Norwegian Commitments and Primary Commitments) of the Affected Banks Lenders shall be allocated pro rata among such Banks Lenders based on the respective amounts of the proposed increases to Revolving Commitments (and corresponding Norwegian Commitments and Primary Commitments) elected by each of such BanksLenders, and (B) the respective Commitments commitments of such Banks Lenders shall be increased by the respective amounts as so allocated so that after giving effect to such termination and increases the aggregate amount of the Revolving Commitments (and corresponding Norwegian Commitments and Primary Commitments) of the Banks Lenders will be the same as prior to such termination. (iii) If the aggregate amount of the proposed increases to Revolving Commitments (and corresponding Norwegian Commitments and Primary Commitments) of all Banks Lenders making such an election equals the Revolving Commitments (and corresponding Norwegian Commitments and Primary Commitments) of the Affected BanksLenders, the respective Revolving Commitments (and corresponding Norwegian Commitments and Primary Commitments) of such Banks Lenders shall be increased by the respective amounts of their proposed increases, so that after giving effect to such termination and increase the aggregate amount of the Revolving Commitments (and corresponding Norwegian Commitments and Primary Commitments) of all of the Banks Lenders will be the same as prior to such termination. (iv) If the aggregate amount of the proposed increases to Revolving Commitments (and corresponding Norwegian Commitments and Primary Commitments) of all Banks Lenders making such an election is less than the Revolving Commitments (and corresponding Norwegian Commitments and Primary Commitments) of the Affected BanksLenders, (A) the respective Revolving Commitments (and corresponding Norwegian Commitments and Primary Commitments) of such Banks Lenders shall be increased by the respective amounts of their proposed increases, and (B) the Borrower shall have the right to add additional Banks Lenders which are Eligible Assignees to this Agreement to replace such Affected BanksLenders, which additional Banks Lenders would have aggregate Revolving Commitments (and corresponding Norwegian Commitments and Primary Commitments) no greater than those of the Affected Banks Lenders minus the amounts thereof assumed ----- by the other Banks Lenders pursuant to such increases.

First Right of Refusal; Replacement. (i) Upon the occurrence of any condition permitting the replacement of a Bank, each Bank which is not an Affected Bank shall have the right, but not the obligation, to elect to increase its respective Commitment by an amount not to exceed the amount of the Commitments of the Affected Banks, which election shall be made by written notice from each such Bank to the Administrative Agent and the Borrower given within 30 days after the date such condition occurs specifying the amount of such proposed increase in such Bank's Commitment. (ii) If the aggregate amount of the proposed increases in Commitments of all such Banks making such an election is in excess of the Commitments of the Affected Banks, (A) the Commitments of the Affected Banks shall be allocated pro rata among such Banks based on the respective amounts of the proposed increases to Commitments elected by each of such Banks, and (B) the respective Commitments of such Banks shall be increased by the respective amounts as so allocated so that that, after giving effect to such termination and increases increases, the aggregate amount of the Commitments of all of the Banks will be the same as prior to such termination. (iii) If the aggregate amount of the proposed increases to in Commitments of all such Banks making such an election equals the Commitments of the Affected Banks, the respective Commitments of such Banks shall be increased by the respective amounts of their proposed increasesincreases so that, so that after giving effect to such termination and increase increases, the aggregate amount of the Commitments of all of the Banks will be the same as prior to such termination. (iv) If the aggregate amount of the proposed increases to in Commitments of all such Banks making such an election is less than the Commitments of the Affected Banks, (A) the respective Commitments of such Banks shall be increased by the respective amounts of their proposed increases, and (B) the Borrower shall have the right to add additional Banks which are Eligible Assignees to this Agreement to replace such Affected Banks, which additional Banks would have aggregate Commitments no greater than those of the Affected Banks minus the amounts thereof assumed ----- by the other Banks pursuant to such increases.

First Right of Refusal; Replacement. (i) Upon the occurrence of any condition permitting the replacement of a Bank, each Bank which is not an Affected Bank shall have the right, but not the obligation, to elect to increase its respective Commitment by an amount not to exceed the amount of the Commitments of the Affected Banks, which election shall be made by written notice from each such Bank to the Administrative Agent and the Borrower Company given within 30 days after the date such condition occurs specifying the amount of such proposed increase in such Bank's Commitment. (ii) If the aggregate amount of the proposed increases in Commitments of all such Banks making such an election is in excess of the Commitments of the Affected Banks, (A) the Commitments of the Affected Banks shall be allocated pro rata among such Banks based on the respective amounts of the proposed increases to Commitments elected by each of such Banks, and (B) the respective Commitments of such Banks shall be increased by the respective amounts as so allocated so that that, after giving effect to such termination and increases increases, the aggregate amount of the Commitments of all of the Banks will be the same as prior to such termination. (iii) If the aggregate amount of the proposed increases to in Commitments of all such Banks making such an election equals the Commitments of the Affected Banks, the respective Commitments of such Banks shall be increased by the respective amounts of their proposed increasesincreases so that, so that after giving effect to such termination and increase increases, the aggregate amount of the Commitments of all of the Banks will be the same as prior to such termination. (iv) If the aggregate amount of the proposed increases to in Commitments of all such Banks making such an election is less than the Commitments of the Affected Banks, (A) the respective Commitments of such Banks shall be increased by the respective amounts of their proposed increases, and (B) the Borrower Company shall have the right to add additional Banks which are Eligible Assignees to this Agreement to replace such Affected Banks, which additional Banks would have aggregate Commitments no greater than those of the Affected Banks minus the amounts thereof assumed ----- by the other Banks pursuant to such increases.

First Right of Refusal; Replacement. (i) Upon the occurrence of any condition permitting the replacement of a Bank, each Bank which is not an Affected Bank shall have the right, but not the obligation, to elect to increase its respective Revolving Commitment by an amount not to exceed the amount of the Revolving Commitments of the Affected Banks, which election shall be made by written notice from each such Bank to the Administrative Agent and the Borrower given within 30 days after the date such condition occurs specifying the amount of such proposed increase in such Bank's ’s Revolving Commitment. (ii) If the aggregate amount of the proposed increases in Revolving Commitments of all such Banks making such an election is in excess of the Revolving Commitments of the Affected Banks, (A) the Revolving Commitments of the Affected Banks shall be allocated pro rata among such Banks based on the respective amounts of the proposed increases to Revolving Commitments elected by each of such Banks, and (B) the respective Commitments of such Banks shall be increased by the respective amounts as so allocated so that after giving effect to such termination and increases the aggregate amount of the Revolving Commitments of the Banks will be the same as prior to such termination. (iii) If the aggregate amount of the proposed increases to Revolving Commitments of all Banks making such an election equals the Revolving Commitments of the Affected Banks, the respective Revolving Commitments of such Banks shall be increased by the respective amounts of their proposed increases, so that after giving effect to such termination and increase the aggregate amount of the Revolving Commitments of all of the Banks will be the same as prior to such termination. (iv) If the aggregate amount of the proposed increases to Revolving Commitments of all Banks making such an election is less than the Revolving Commitments of the Affected Banks, (A) the respective Revolving Commitments of such Banks shall be increased by the respective amounts of their proposed increases, and (B) the Borrower shall have the right to add additional Banks which are Eligible Assignees to this Agreement to replace such Affected Banks, which additional Banks would have aggregate Revolving Commitments no greater than those of the Affected Banks minus the amounts thereof assumed ----- by the other Banks pursuant to such increases.

First Right of Refusal; Replacement. (i) Upon the occurrence of any condition permitting the replacement of a Bank, each Bank which is not an Affected Bank shall have the right, but not the obligation, to elect to increase its respective Commitment by an amount not to exceed the amount of the Commitments of the Affected Banks, which election shall be made by written notice from each such Bank to the Administrative Agent and the Borrower given within 30 days after the date such condition occurs specifying the amount of such proposed increase in such Bank's Commitment. (ii) If the aggregate amount of the proposed increases in Commitments of all such Banks making such an election is in excess of the Commitments of the Affected Banks, (A) the Commitments of the Affected Banks shall be allocated pro rata among such Banks based on the respective amounts of the proposed increases to Commitments elected by each of such Banks, and (B) the respective Commitments of such Banks shall be increased by the respective amounts as so allocated so that after giving effect to such termination and increases the aggregate amount of the Commitments of the Banks will be the same as prior to such termination. (iii) If the aggregate amount of the proposed increases to Commitments of all Banks making such an election equals the Commitments of the Affected Banks, the respective Commitments of such Banks shall be increased by the respective amounts of their proposed increases, so that after giving effect to such termination and increase the aggregate amount of the Commitments of all of the Banks will be the same as prior to such termination. (iv) If the aggregate amount of the proposed increases to Commitments of all Banks making such an election is less than the Commitments of the Affected Banks, (A) the respective Commitments of such Banks shall be increased by the respective amounts of their proposed increases, and (B) the Borrower shall have the right to add additional Banks which are Eligible Assignees to this Agreement to replace such Affected Banks, which additional Banks would have aggregate Commitments no greater than those of the Affected Banks minus the ----- amounts thereof assumed ----- by the other Banks pursuant to such increases.

First Right of Refusal; Replacement. (i1) Upon the occurrence of any condition permitting the replacement of a Bank, each Bank which is not an Affected Bank shall have the right, but not the obligation, to elect to increase its respective Revolving Commitment by an amount not to exceed the amount of the Revolving Commitments of the Affected Banks, which election shall be made by written notice from each such Bank to the Administrative Agent and the Borrower given within 30 days after the date such condition occurs specifying the amount of such proposed increase in such Bank's Revolving Commitment. (ii2) If the aggregate amount of the proposed increases in Revolving Commitments of all such Banks making such an election is in excess of the Revolving Commitments of the Affected Banks, (A) the Revolving Commitments of the Affected Banks shall be allocated pro rata among such Banks based on the respective amounts of the proposed increases to Revolving Commitments elected by each of such Banks, and (B) the respective Commitments of such Banks shall be increased by the respective amounts as so allocated so that after giving effect to such termination and increases the aggregate amount of the Revolving Commitments of the Banks will be the same as prior to such termination. (iii3) If the aggregate amount of the proposed increases to Revolving Commitments of all Banks making such an election equals the Revolving Commitments of the Affected Banks, the respective Revolving Commitments of such Banks shall be increased by the respective amounts of their proposed increases, so that after giving effect to such termination and increase the aggregate amount of the Revolving Commitments of all of the Banks will be the same as prior to such termination. (iv4) If the aggregate amount of the proposed increases to Revolving Commitments of all Banks making such an election is less than the Revolving Commitments of the Affected Banks, (A) the respective Revolving Commitments of such Banks shall be increased by the respective amounts of their proposed increases, and (B) the Borrower shall have the right to add additional Banks which are Eligible Assignees to this Agreement to replace such Affected Banks, which additional Banks would have aggregate Revolving Commitments no greater than those of the Affected Banks minus the amounts thereof assumed ----- by the other Banks pursuant to such increases.

First Right of Refusal; Replacement. (i) Upon the occurrence of any condition permitting the replacement of a Bank, each Bank which is not an Affected Bank shall have the right, but not the obligation, to elect to increase its respective Commitment by an amount not to exceed the amount of the Commitments of the Affected Banks, which election shall be made by written notice from each such Bank to the Administrative Agent and the Borrower given within 30 days after the date such condition occurs specifying the amount of such proposed increase in such Bank's Commitment. (ii) If the aggregate amount of the proposed increases in Commitments of all such Banks making such an election is in excess of the Commitments of the Affected Banks, (A) the Commitments of the Affected Banks shall be allocated pro rata among such Banks based on the respective amounts of the proposed increases to Commitments elected by each of such Banks, and (B) the respective Commitments of such Banks shall be increased by the respective amounts as so allocated so that after giving effect to such termination and increases the aggregate amount of the Commitments of the Banks will be the same as prior to such termination. (iii) If the aggregate amount of the proposed increases to Commitments of all Banks making such an election equals the Commitments of the Affected Banks, the respective Commitments of such Banks shall be increased by the respective amounts of their proposed increases, so that after giving effect to such termination and increase the aggregate amount of the Commitments of all of the Banks will be the same as prior to such termination. (iv) If the aggregate amount of the proposed increases to Commitments of all Banks making such an election is less than the Commitments of the Affected Banks, (A) the respective Commitments of such Banks shall be increased by the respective amounts of their proposed increases, and (B) the Borrower shall have the right to add additional Banks which are Eligible Assignees to this Agreement to replace such Affected Banks, which additional Banks would have aggregate Commitments no greater than those of the Affected Banks minus the amounts thereof assumed ----- by the other Banks ----- pursuant to such increases.