Common use of Replacement Bank Clause in Contracts

Replacement Bank. Within thirty (30) days after any Bank has (i) given notice pursuant to ss.5.6 or (ii) demanded compensation from any Borrower pursuant to ss.ss.5.7 or 5.8 hereof or any Bank has become a Delinquent Bank, as defined in ss.15.5.3 hereof (any such Bank described in the foregoing is hereinafter referred to as an "Affected Bank"), the Company may request that the Non-Affected Banks acquire all, but not less than all, of the Affected Bank's outstanding Revolving Credit Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Company so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Revolving Credit Loans and Commitment, the Company may designate a replacement bank or banks, which must be satisfactory to the Agent, to acquire and assume that portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank not being acquired and assumed by the Non-Affected Banks. The provisions of ss.19 hereof shall apply to all reallocations pursuant to this ss.5.12, and the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall execute and deliver to the Agent, in accordance with the provisions of ss.19 hereof, such Assignments and Acceptances and other instruments, including, without limitation, Notes, as are required pursuant to ss.19 hereof to give effect to such reallocations. Any Non-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of ss.19 hereof. On the effective date of the applicable Assignments and Acceptances, the Company shall pay to the Affected Bank all interest accrued on its Revolving Credit Loans up to but excluding such date, along with any fees payable to such Affected Bank hereunder up to but excluding such date.

Replacement Bank. Within thirty (30) days after (a) any Bank has (i) given notice pursuant to ss.5.6 or (ii) demanded compensation from any the Borrower pursuant to ss.ss.5.7 secs.6.3.2, 6.7 or 5.8 hereof 6.8 hereof, or (b) there shall have occurred a change in law with respect to any Bank has as a consequence of which it shall have become unlawful for such Bank to make a Delinquent BankEurodollar Rate Loan on any Drawdown Date, as defined described in ss.15.5.3 sec.6.6 hereof (any such Bank described in the foregoing clauses (a) or (b) is hereinafter referred to as an "Affected Bank"), the Company Borrower may request that the other Banks (collectively, the "Non-Affected Banks Banks") acquire all, but not less than all, of the Affected Bank's outstanding Revolving Credit Loans and assume all, but not less than all, all of the Affected Bank's Commitment. If the Company Borrower so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Revolving Credit Loans and Commitment, the Company Borrower may designate a replacement bank or banks, which must be an Eligible Assignee and must be reasonably satisfactory to the Agent, to acquire and assume that portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank not being acquired and assumed by the Non-Affected Banks. The provisions of ss.19 sec.20 hereof shall apply to all reallocations pursuant to this ss.5.12sec.6.12, and the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall execute and deliver to the Agent, in accordance with the provisions of ss.19 sec.20 hereof, such Assignments Assignment and Acceptances and other instruments, including, without limitation, Notes, as are required pursuant to ss.19 sec.20 hereof to give effect to such reallocations. Any Non-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of ss.19 hereof. On the effective date of the applicable Assignments and Acceptances, the Company Borrower shall pay to the Affected Bank all interest accrued on its Revolving Credit Loans up to but excluding such date, along with any fees payable to such Affected Bank hereunder up to but excluding such date. 7. GUARANTIES.

Replacement Bank. Within thirty (30) days after any Bank has (i) given notice pursuant to ss.5.6 or (ii) demanded compensation from any the Borrower pursuant to ss.ss.5.7 ss.4.5 or 5.8 ss.4.6 hereof or any Bank has become a Delinquent Bank, as defined in ss.15.5.3 ss.14.5.3 hereof (any such Bank described in the foregoing clause is hereinafter referred to as an "Affected Bank"), the Company Borrower may request that the Nonnon-Affected Banks acquire all, but not less than all, of the Affected Bank's outstanding Revolving Credit Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Company Borrower so requests, the Nonnon-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment. If the Nonnon-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Revolving Credit Loans and Commitment, the Company Borrower may designate a replacement bank or banks, which must be satisfactory to the Agent, to acquire and assume that portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank not being acquired and assumed by the Nonnon-Affected Banks. The provisions of ss.19 ss.18 hereof shall apply to all reallocations pursuant to this ss.5.12ss.4.10, and the Affected Bank and any Nonnon-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall execute and deliver to the Agent, in accordance with the provisions of ss.19 ss.18 hereof, such Assignments and Acceptances and other instruments, including, without limitation, Revolving Credit Notes, as are required pursuant to ss.19 ss.18 hereof to give effect to such reallocations. Any Nonnon-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of ss.19 ss.18 hereof. On the effective date of the applicable Assignments and Acceptances, the Company Borrower shall pay to the Affected Bank all interest accrued on its Revolving Credit Loans up to but excluding such date, along with any fees payable to such Affected Bank hereunder up to but excluding such date.

Replacement Bank. Within thirty (30) days after any Bank has (i) given notice pursuant to ss.5.6 or (ii) demanded compensation from any the Borrower pursuant to ss.ss.5.7 Sections 4.5 or 5.8 4.6 hereof or any Bank has become a Delinquent Bank, as defined in ss.15.5.3 Section 14.5.3 hereof (any such Bank described in the foregoing clause is hereinafter referred to as an "Affected Bank"), the Company Borrower may request that the Non-Affected Banks acquire all, but not less than all, of the Affected Bank's outstanding Revolving Credit Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Company Borrower so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Revolving Credit Loans and Commitment, the Company Borrower may designate a replacement bank or banks, which must be satisfactory to the Agent, to acquire and assume that portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank not being acquired and assumed by the Non-Affected Banks. The provisions of ss.19 Section 18 hereof shall apply to all reallocations pursuant to this ss.5.12Section 4.10, and the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall execute and deliver to the Agent, in accordance with the 22 24 provisions of ss.19 Section 18 hereof, such Assignments and Acceptances and other instruments, including, without limitation, Notes, as are required pursuant to ss.19 Section 18 hereof to give effect to such reallocations. Any Non-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of ss.19 Section 18 hereof. On the effective date of the applicable Assignments and Acceptances, the Company Borrower shall pay to the Affected Bank all interest accrued on its Revolving Credit Loans up to but excluding such date, along with any fees payable to such Affected Bank hereunder up to but excluding such date.

Replacement Bank. Within thirty (30) days after any Bank has (ia) given notice pursuant to ss.5.6 ss.6.6 or (iib) demanded compensation from any Borrower pursuant to ss.ss.5.7 ss.ss.6.7 or 5.8 6.8 hereof or any Bank has become a Delinquent Bank, as defined in ss.15.5.3 ss.17.5.3 hereof (any such Bank described in the foregoing is hereinafter referred to as an "Affected Bank"), the Company may request that the Non-Affected Banks acquire all, but not less than all, of the Affected Bank's outstanding Revolving Credit Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Company so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Revolving Credit Loans and Commitment, the Company may designate a replacement bank or banks, which must be an Eligible Assignee and must also be satisfactory to the Agent, to acquire and assume that portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank not being acquired and assumed by the Non-Affected Banks. The provisions of ss.19 ss.20 hereof shall apply to all reallocations pursuant to this ss.5.12ss.6.13, and the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall execute and deliver to the Agent, in accordance with the provisions of ss.19 ss.20 hereof, such Assignments and Acceptances and other instruments, including, without limitation, Notes, as are required pursuant to ss.19 ss.20 hereof to give effect to such reallocations. Any Non-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of ss.19 ss.20 hereof. On the effective date of the applicable Assignments and Acceptances, the Company shall pay to the Affected Bank all interest accrued on its Revolving Credit Loans up to but excluding such date, along with any fees payable to such Affected Bank hereunder up to but excluding such date.