Common use of Substitution of Banks Clause in Contracts

Substitution of Banks. Upon the receipt by a Borrower from any Bank (an "Affected Bank") of a claim for compensation against such Borrower under Section 3.1 or Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.2, such Borrower may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to such Borrower to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment (a "Replacement Bank"); (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption); or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) and payment in full of all amounts due and owing hereunder to the Replacement Bank. Each Bank which is an Affected Bank agrees to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identified.

Substitution of Banks. Upon the receipt by a Borrower the Company from any Bank (an "“Affected Bank"”) of a claim for compensation against such Borrower under Section 3.1 3.01, 3.02 or Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.23.03, such Borrower the Company may: (i) request the Affected Bank to use its best reasonable efforts to obtain a replacement bank or financial institution satisfactory to such Borrower the Company and the Agent and meeting the qualifications of an Eligible Assignee to acquire and assume all or a ratable part of all of such Affected Bank's ’s Committed Loans and Commitment (a "“Replacement Bank"”); (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's ’s Committed Loans and Commitment (it being understood that but no such other Bank shall in any way be required to effect any such acquisition and assumptiondo so); or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) ). Any transfer arising under this Section 3.08 shall comply with the requirements of Section 10.08 and payment in full on the date of all amounts due and owing hereunder to transfer the Replacement Bank. Each Bank which is an Affected Bank agrees shall be entitled to execute all sums payable to it hereunder on such date including, outstanding principal, accrued interest and fees, and other sums (including amounts payable under Section 3.04(d)) arising under the necessary documentation provisions of this Agreement with reference to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identifiedCommitted Loans.

Substitution of Banks. Upon the receipt by a Borrower the Company from any Bank (an "Affected Bank") of a claim for compensation against such Borrower under Section 3.1 3.01, 3.02 or Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.23.03, such Borrower the Company may: (i) request the Affected Bank to use its best reasonable efforts to obtain a replacement bank or financial institution satisfactory to such Borrower the Company and the Agent and meeting the qualifications of an Eligible Assignee to acquire and assume all or a ratable part of all of such Affected Bank's Committed Loans and Commitment (a "Replacement Bank"); (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Committed Loans and Commitment (it being understood that but no such other Bank shall in any way be required to effect any such acquisition and assumptiondo so); or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) ). Any transfer arising under this Section 3.08 shall comply with the requirements of Section 10.08 and payment in full on the date of all amounts due and owing hereunder to transfer the Replacement Bank. Each Bank which is an Affected Bank agrees shall be entitled to execute all sums payable to it hereunder on such date including, outstanding principal, accrued interest and fees, and other sums (including amounts payable under Section 3.04(d)) arising under the necessary documentation provisions of this Agreement with reference to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identifiedCommitted Loans.

Substitution of Banks. Upon the receipt by a the Borrower from any Bank (an "Affected Bank") of a claim for compensation against such Borrower under Section 3.1 or Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.2, such the Borrower may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to such the Borrower to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment (a "Replacement Bank"); (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption); or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) and payment in full of all amounts due and owing hereunder to the Replacement Bank. Each Bank which is an Affected Bank agrees to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such the Borrower after a Replacement Bank is identified.

Substitution of Banks. Upon the receipt by a the Borrower from any Bank (an "“Affected Bank"”) of a claim for compensation against such Borrower under Section 3.1 or Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.24.3, such the Borrower may: (i) request the Affected Bank to use its best reasonable efforts to obtain a replacement bank or financial institution satisfactory to such the Borrower to acquire and assume all or a ratable part of all of such Affected Bank's ’s Loans and Commitment Commitments (a "“Replacement Bank"”); (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's ’s Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption)Commitments; or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) withheld or delayed); provided, that any Replacement Bank shall meet the requirements to be an Eligible Assignee and payment in full shall purchase the same pro rata share of all amounts due the Loans, and owing hereunder the Revolving Commitment and the replacement shall be made pursuant to an assignment subject to the Replacement Bank. Each Bank which is provisions of Section 12.9 and shall be an Affected Bank agrees to execute expense of the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identifiedBorrower.

Substitution of Banks. Upon the receipt by a Borrower from If any Bank has (x) delivered a certificate pursuant to Section 4.07 or notified the Agent that it is unable to extend or maintain any Offshore Rate Loans (including Offshore Currency Loans) or (y) failed to fund a Loan at any time that such Bank shall have been committed to make such Loan or in the event such Bank may be replaced pursuant to the provisions of subsection 11.08(e) hereof (in any such case, an "Affected Bank") of a claim for compensation against ), the Company shall have the right to replace the Affected Bank in accordance with this Section 4.08. In any such Borrower under Section 3.1 or Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.2, such Borrower may: event the Company may (i) request the Affected Bank to use its best reasonable efforts to obtain a replacement bank or financial institution reasonably satisfactory to such Borrower the Company to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment (a "Replacement Bank"); (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption)Commitment; or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) and payment in full of all amounts due and owing hereunder to the Replacement Bank. Each Bank which is an Affected Bank agrees to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identified).

Substitution of Banks. Upon the receipt by a Borrower from any Bank (an "Affected Bank") of a claim for compensation against such Borrower under Section 3.1 or Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.2, such Borrower may: (ia) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to such Borrower to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment (a "Replacement Bank"); (iib) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption); or (iiic) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (ia), (b) or (iiic) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) and payment in full of all amounts due and owing hereunder to the Replacement Affected Bank. Each Bank which is an Affected Bank agrees to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identified.

Substitution of Banks. Upon the receipt by a Borrower the Borrowers from any Bank (an "Affected Bank") of a claim for compensation against such Borrower under Section 3.1 or Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.24.3, such Borrower the Borrowers may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to such Borrower the Borrowers to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment Commitments (a "Replacement Bank"); (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption)Commitments; or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) ); provided, that any Replacement Bank shall meet the requirements to be an Eligible Assignee and payment in full shall purchase the same pro rata share of all amounts due the Loans, L/C Obligations, L/C Borrowings and owing hereunder the Acquisition Commitment and the Revolving Commitment and the replacement shall be made pursuant to an assignment subject to the Replacement Bank. Each Bank which is an Affected Bank agrees to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identifiedprovisions of Section 11.9.

Substitution of Banks. Upon the receipt by a the Borrower from any Bank (an "“Affected Bank"”) of a claim for compensation against such Borrower under Section 3.1 or Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.24.3, such the Borrower may: (i) request the Affected Bank to use its best reasonable efforts to obtain a replacement bank or financial institution satisfactory to such the Borrower to acquire and assume all or a ratable part of all of such Affected Bank's ’s Loans and Commitment Commitments (a "“Replacement Bank"”); (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's ’s Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption)Commitments; or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) withheld or delayed); provided, that any Replacement Bank shall meet the requirements to be an Eligible Assignee and payment in full shall purchase the same pro rata share of all amounts due the Loans, L/C Obligations, L/C Borrowings and owing hereunder the Acquisition Commitment and the Revolving Commitment and the replacement shall be made pursuant to an assignment subject to the Replacement Bank. Each Bank which is provisions of Section 12.9 and shall be an Affected Bank agrees to execute expense of the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identifiedBorrower.

Substitution of Banks. Upon the receipt by a Borrower the Company from any Bank (an "Affected Bank") of a claim for compensation against such Borrower under Section 3.1 3.03 or Section 3.3 if the Company is required to pay any amount to any Affected Bank or any circumstances exist with respect the Agent for the account of an Affected Bank pursuant to subsection 3.01(b) or 3.01(c) and such Affected Bank described in Section 3.2has not changed the jurisdiction of its Lending Office so as to eliminate such additional payment by the Company within 30 days after a request by the Company to effect such change, such Borrower the Company may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to such Borrower the Company (which shall, in any event, be an Eligible Assignee) to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment (a "Replacement Bank"); , (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption); Commitment, or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) or of an existing Bank under clause (ii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) withheld or delayed), and payment shall be effected in full accordance with all requirements for an assignment set forth in Section 10.07 hereof. Without limiting the generality of all amounts due and owing hereunder the foregoing, the Company agrees to the Replacement Bank. Each Bank which is an pay to each Affected Bank agrees any amounts arising under Section 3.04 by virtue of such Affected Bank's replacement on a date other than the last day of an Interest Period, with respect to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identifiedany Offshore Rate Loans then outstanding.

Substitution of Banks. Upon the receipt by a Borrower from any Bank (an "Affected Bank") of a claim for compensation against such Borrower under pursuant to Section 3.1 3.6 or 3.10 or a notice pursuant to Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.2, such 3.11 Borrower may: (ia) request the Agent and/or Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to such Borrower to acquire and assume all or a ratable part of all of such Affected Bank's Revolving Loans and Commitment (a "Replacement Bank"); (iib) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Revolving Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption); Commitment, or (iiic) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (ia) or (iiic) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) and payment in full of all amounts due and owing hereunder to the Replacement Bank). Each Bank which is an Affected Bank agrees to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from If no such Borrower after a Replacement Bank is identifiedobtained within thirty (30) days following receipt of such claim or notice, Borrower shall have the right to prepay, without penalty except as set forth in Section 3.7(b), the Revolving Loans, in whole or in part, and reduce or terminate the Commitment, of the Affected Bank.

Substitution of Banks. Upon the receipt by a Borrower the Company from any Bank (an "Affected Bank") of a claim for compensation against such Borrower under Section 3.1 or Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.23.03, such Borrower the Company may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution (which shall, in any event, be an Eligible Assignee) satisfactory to such Borrower the Company to acquire and assume all all or a ratable part of all of such Affected Bank's Loans and Commitment (a "Replacement Bank"); (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption)Commitment; or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) ), or of an existing Bank under clause (ii), shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) and payment shall be effected in full accordance with the assignment provisions contained in Section 10.08; provided, however, that the Company shall be liable to any Affected Bank for any amounts arising under Section 3.04 as a result of all amounts due and owing hereunder to the a Bank's or Replacement Bank. Each Bank which is an 's acquisition of such Affected Bank agrees to execute Bank's Commitment or Loans on a date other than the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identifiedlast day of the applicable Interest Period for Offshore Loans then outstanding.

Substitution of Banks. Upon the receipt by a Borrower the Company from any Bank (an "Affected Bank") of a ------------- claim for compensation against such Borrower under Section 3.1 4.1, 4.3, or 4.6 or an assertion of illegality that is not applicable to all Banks pursuant to Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.24.2, such Borrower the Company may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution (in each case, which shall be an Eligible Assignee) satisfactory to such Borrower the Company and to the Agent (a "Replacement ----------- Bank") to acquire and assume all or a ratable part of all of such Affected ---- Bank's Loans Loans, L/C Obligations, participations in Swingline Loans, and W/C Revolving Commitment (and Acquisition Revolving Commitment, as applicable, and if such Affected Bank or any Affiliate thereof is a "Replacement Bank")Swap Provider, all Swap Contracts of such Affected Bank and Affiliate; (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption)Commitment; or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject effected in accordance with the assignment provisions contained in Section 11.8; provided, however, that the Company shall -------- ------- be liable for any amounts arising pursuant to the prior written consent Section 4.4 as a result of the Agent (which consent shall not be unreasonably withheldsubstitution of any Bank(s) and payment in full under this Section 4.8 on a date other than the last day of all amounts due and owing hereunder an Interest Period with respect to the Replacement Bank. Each Bank which is an Affected Bank agrees to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identifiedoutstanding Offshore Rate Loans.

Substitution of Banks. Upon the receipt by a Borrower the Company from any Bank (an "Affected Bank") of a claim for compensation against such Borrower under Section 3.1 or Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.24.03, such Borrower the Company may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to such Borrower the Company and to the Administrative Agent (a "Replacement Bank") to acquire and assume all or a ratable part of all of or such Affected Bank's Loans and Commitment (Commitment, and if such Affected Bank or any Affiliate thereof is a "Replacement Bank")Swap Provider, all Specified Swap Contracts of such Affected Bank and Affiliate; (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption)Commitment; or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld) and payment in full of all amounts due and owing hereunder . Notwithstanding anything herein to the Replacement contrary, the Company shall not have the right to remove the Bank that is the Issuing Bank or the Swingline Bank at such time unless such Issuing Bank shall also simultaneously be replaced as "Issuing Bank. Each " or "Swingline Bank" hereunder (as the case may be) pursuant to documentation in form and substance reasonably satisfactory to such Issuing Bank which is an Affected Bank agrees to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identifiedor Swingline Bank.

Substitution of Banks. Upon the receipt by a the Borrower from any Bank (an "Affected Bank") of a claim for compensation against such Borrower under Section 3.1 or Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.2, such the Borrower may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to such the Borrower to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment (a "Replacement Bank"); (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall be in any way be required to effect any such acquisition and assumption); or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) and payment in full of all amounts due and owing hereunder to the Replacement Bank. Each Bank which is an Affected Bank agrees to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such the Borrower after a Replacement Bank is identified.

Substitution of Banks. Upon the receipt by a the Borrower from any Bank (an "Affected Bank") of a claim request for compensation against such Borrower under Sections 5.03, a notice under Section 3.1 5.05 or a request for payment under Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.26.03, such the Borrower may: may (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to such Borrower to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment (a "Replacement Bank"); (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption)Commitments; or (iiiii) designate an Eligible Assignee satisfactory to the Borrower to acquire and assume all or part of such Affected Bank's Loans and Commitment (a "Replacement Bank"). Any such designation of a Replacement Bank under clause (i) or (iiiii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld). In connection with any such assumption (A) and payment the Replacement Bank shall pay to the Affected Bank in full immediately available funds on the date of all amounts due and owing the assignment the principal amount of the Loans made by the Affected Bank hereunder to which are being acquired by the Replacement Bank. Each , and (B) the Borrower shall pay to the affected Bank in immediately available funds on the date of the assignment the interest accrued to the date of the assignment on the Loans which is an Affected Bank agrees to execute are being acquired by the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from and all other amounts then accrued for the Affected Bank's account or owed to it hereunder with respect to such Borrower after a Replacement Bank is identifiedLoans, including any amounts owing under Section 5.02.

Substitution of Banks. Upon the receipt by a Borrower the Fund from any Bank (an "Affected BankAFFECTED BANK") of a claim for compensation against such Borrower under Section SECTION 3.1 or Section SECTION 3.3 or any circumstances exist with respect to such Bank described in Section SECTION 3.2, such Borrower the Fund may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to such Borrower the Fund to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment (a "Replacement BankREPLACEMENT BANK"); (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption); or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld) and payment in full of all amounts due and owing hereunder to the Replacement Bank. Each Bank which is an Affected Bank agrees to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower the Fund after a Replacement Bank is identified.

Substitution of Banks. Upon the receipt by a the Borrower from any Bank (an "Affected BankAFFECTED BANK") of a claim for compensation against such Borrower under Section 3.1 or Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.24.3, such the Borrower may: (i) request the Affected Bank to use its best reasonable efforts to obtain a replacement bank or financial institution satisfactory to such the Borrower to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment Commitments (a "Replacement BankREPLACEMENT BANK"); (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption)Commitments; or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) withheld or delayed); provided, that any Replacement Bank shall meet the requirements to be an Eligible Assignee and payment in full shall purchase the same pro rata share of all amounts due the Loans, L/C Obligations, L/C Borrowings and owing hereunder the Acquisition Commitment and the Revolving Commitment and the replacement shall be made pursuant to an assignment subject to the Replacement Bank. Each Bank which is provisions of Section 12.9 and shall be an Affected Bank agrees to execute expense of the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identifiedBorrower.

Substitution of Banks. Upon the receipt by a Borrower the Company from any Bank (an "Affected Bank") of a notice of illegality under SECTION 4.02 or a claim for compensation against such Borrower under Section 3.1 SECTION 4.03, or Section 3.3 the Company being or any circumstances exist becoming liable with respect to payments hereunder to any Bank (also an "Affected Bank") for any Taxes pursuant to SECTION 4.01 assessed at a rate in excess of the rate of any such Taxes for which it is liable with respect to payments to any other Bank described in Section 3.2hereunder, such Borrower the Company may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to such Borrower the Administrative Agent (a "Replacement Bank") to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment (Commitment, and, if such Affected Bank or any Affiliate thereof is a "Replacement Bank")Swap Provider, all specified Swap Contracts of such Affected Bank and its Affiliates; (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no Commitment, and, if such other Affected Bank or any Affiliate thereof is a Swap Provider, all specified Swap Contracts of such Affected Bank and its Affiliates, but none of the Banks shall in have any way be required obligation to effect any such acquisition and assumption)do so; or (iii) designate a Replacement BankBank satisfactory to the Administrative Agent. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld) and payment in full of all amounts due and owing hereunder to the Replacement Bank. Each Bank which is an Affected Bank agrees to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identified.

Substitution of Banks. Upon the receipt by a Borrower the Company from any Bank (an "Affected Bank") of a claim for compensation against such Borrower under Section 3.1 3.01, 3.02 or Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.23.03, such Borrower the Company may: (i) request the Affected Bank to use its best reasonable efforts to obtain a replacement bank or financial institution satisfactory to such Borrower the Company and meeting the qualifications of an Eligible Assignee to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment (a "Replacement Bank"); (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that but no such other Bank shall in any way be required to effect any such acquisition and assumptiondo so); or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) ). Any transfer arising under this Section 3.08 shall comply with the requirements of Section 10.08 and payment in full on the date of all amounts due and owing hereunder to transfer the Replacement Bank. Each Bank which is an Affected Bank agrees shall be entitled to execute all sums payable to it hereunder on such date including, without limitation, outstanding principal, accrued interest and fees, and other sums arising under the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identifiedprovisions of this Agreement.

Substitution of Banks. Upon the receipt by a Borrower the Company from any Bank (an "Affected Bank") of a claim for compensation against such Borrower under Section 3.1 3.03 or Section 3.3 if the Company is required to pay any amount to any Affected Bank or any circumstances exist with respect the Agent for the account of an Affected Bank pursuant to subsection 3.01(b) or 3.01(c) and such Affected Bank described in Section 3.2has not changed the jurisdiction of its Lending Office so as to eliminate such additional payment by the Company within 30 days after a request by the Company to effect such change, such Borrower the Company may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to such Borrower the Company (which shall, in any event, be an Eligible Assignee) to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment (a "Replacement Bank"); (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption)Commitment; or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) or of an existing Bank under clause (ii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) withheld or delayed), and payment shall be effected in full accordance with all requirements for an assignment set forth in Section 10.08 hereof. Without limiting the generality of all amounts due and owing hereunder the foregoing, the Company agrees to the Replacement Bank. Each Bank which is an pay to each Affected Bank agrees any amounts arising under Section 3.04 by virtue of such Affected Bank's replacement on a date other than the last day of an Interest Period, with respect to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identifiedany Offshore Rate Loans then outstanding.

Substitution of Banks. Upon the receipt by a Borrower the Company from any Bank or from the Agent on behalf of any Bank (an "Affected Bank") of a claim for compensation against such Borrower or other payments under Section 3.1 Sections 4.01, 4.02, 4.03, or Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.2, such Borrower 4.06 the Company may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to such Borrower the Company to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment (a "Replacement Bank"); (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption)Commitment; or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject to the prior written consent of the Agent (and Issuing Bank, which consent shall not be unreasonably withheld) withheld or delayed. Notwithstanding the foregoing provisions of this Section, however, the Company shall not have the right to remove a Bank that is the Issuing Bank at such time unless such Bank shall also simultaneously be replaced as "Issuing Bank" pursuant to documentation in form and payment in full of all amounts due and owing hereunder substance reasonably satisfactory to the Replacement such Issuing Bank. Each Bank which is an Affected Bank agrees to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identified.

Substitution of Banks. Upon the receipt by a Borrower from any Bank (an "Affected Bank") of a claim for compensation against such Borrower under Section 3.1 or Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.2, such Borrower may: (ia) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to such Borrower to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment (a "Replacement Bank"); (iib) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption); or (iiic) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (ia) or (iiic) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) and payment in full of all amounts due and owing hereunder to the Replacement Bank. Each Bank which is an Affected Bank agrees to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identified.

Substitution of Banks. Upon the receipt by a Borrower the Company from any Bank (an "Affected Bank") of a claim for compensation against such Borrower under Section 3.1 or Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.24.3, such Borrower the Company may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution (which in any event, shall be an Eligible Assignee) satisfactory to such Borrower the Company to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment (a "Replacement Bank")) in accordance with the assignment provisions contained in Section 11.8; (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption)accordance with the assignment provisions contained in Section 11.8; or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) and shall be effected in accordance with the assignment provisions contained in Section 11.8; provided, however, that the Company shall be liable for the payment in full upon demand of all costs and other amounts due and owing hereunder to the arising under Section 4.4 that result from any Replacement Bank. Each Bank which is 's acquisition of an Affected Bank agrees Bank's Loan and/or Commitment (or, in either case, any portion thereof) on a date other than the last day of the applicable Interest Period with respect to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identifiedany Loans then outstanding.

Substitution of Banks. Upon the receipt by a Borrower Fund from any Bank (an "Affected BankAFFECTED BANK") of a claim for compensation against such Borrower under Section 3.1 or Section 3.3 or any circumstances exist with respect to such Bank described in Section SECTION 3.2, such Borrower Fund may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to such Borrower Fund to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment (a "Replacement BankREPLACEMENT BANK"); (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall be in any way be required to effect any such acquisition and assumption); or (iii) designate a Replacement Bank or (iv) upon three Business Days' notice to the Agent, repay all Loans and other amounts due to such Bank, terminate the Commitment of such Bank and reduce the Commitment Amount by the amount of such Bank's Commitment. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject to the prior written consent of the Agent Agents (which consent shall not be unreasonably withheld) and payment in full of all amounts due and owing hereunder to the Replacement Affected Bank. Each Bank which is an Affected Bank agrees to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identified.

Substitution of Banks. Upon the receipt by a Borrower the Company from any Bank (an "Affected Bank") of a ------------- claim for compensation against such Borrower under Section 3.1 4.1, 4.3, or 4.6 or an assertion of illegality that is not applicable to all Banks pursuant to Section 3.3 or any circumstances exist with respect to such Bank described in Section 3.24.2, such Borrower the Company may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution (in each case, which shall be an Eligible Assignee) satisfactory to such Borrower the Company and to the Agent (a "Replacement ----------- Bank") to acquire and assume all or a ratable part of all of such Affected ---- Bank's Loans Loans, L/C Obligations, participations in Swingline Loans, and W/C Revolving Commitment (and Acquisition Revolving Commitment, as applicable, and if such Affected Bank or any Affiliate thereof is a "Replacement Bank")Swap Provider, all Swap Contracts of such Affected Bank and Affiliate; (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption)Commitment; or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject effected in accordance with the assignment provisions contained in Section 11.8); provided, however, that the Company shall be liable for any -------- ------- amounts arising pursuant to the prior written consent Section 4.4 as a result of the Agent (which consent shall not be unreasonably withheldsubstitution of any Bank(s) and payment in full under this Section 4.8 on a date other than the last day of all amounts due and owing hereunder an Interest Period with respect to the Replacement Bank. Each Bank which is an Affected Bank agrees to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identifiedoutstanding Offshore Rate Loans.

Substitution of Banks. Upon the receipt by a Borrower the Company from any Bank --------------------- (an "Affected Bank") of a claim for compensation against such Borrower under Section 3.1 3.03 or Section 3.3 if the ------------- Company is required to pay any amount to any Affected Bank or any circumstances exist with respect the Agent for the account of an Affected Bank pursuant to subsection 3.01(b) or 3.01(c) and such Affected Bank described in Section 3.2has not changed the jurisdiction of its Lending Office so as to eliminate such additional payment by the Company within 30 days after a request by the Company to effect such change, such Borrower the Company may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to such Borrower the Company (which shall, in any event, be an Eligible Assignee) to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment (a "Replacement Bank"); (ii) request one or ---------------- more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption)Commitment; or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) or of an existing Bank under clause (ii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) withheld or delayed), and payment shall be effected in full accordance with all requirements for an assignment set forth in Section 10.08 hereof. Without limiting the generality of all amounts due and owing hereunder the foregoing, the Company agrees to the Replacement Bank. Each Bank which is an pay to each Affected Bank agrees any amounts arising under Section 3.04 by virtue of such Affected Bank's replacement on a date other than the last day of an Interest Period, with respect to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identifiedany Offshore Rate Loans then outstanding.

Substitution of Banks. Upon the receipt by a Borrower the Company from any Bank (an "“Affected Bank"”) of a claim for compensation against such Borrower under Section 3.1 3.03 or if the Company is required to pay any amount to any Affected Bank or the Agent for the account of an Affected Bank pursuant to Section 3.3 3.01(b) or any circumstances exist with respect 3.01(c) and such Affected Bank has not changed the jurisdiction of its Lending Office so as to eliminate such Bank described in Section 3.2additional payment by the Company within 30 days after a request by the Company to effect such change, such Borrower the Company may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to such Borrower the Company (which shall, in any event, be an Eligible Assignee) to acquire and assume all or a ratable part of all of such Affected Bank's ’s Loans and Commitment (a "“Replacement Bank"”); (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's ’s Loans and Commitment (it being understood that no such other Bank shall in any way be required to effect any such acquisition and assumption)Commitment; or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) or of an existing Bank under clause (ii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld) withheld or delayed), and payment shall be effected in full accordance with all requirements for an assignment set forth in Section 10.07. Without limiting the generality of all amounts due and owing hereunder the foregoing, the Company agrees to the Replacement Bank. Each Bank which is an pay to each Affected Bank agrees any amounts arising under Section 3.04 by virtue of such Affected Bank’s replacement on a date other than the last day of an Interest Period, with respect to execute the necessary documentation to assign its interest to a Replacement Bank upon five (5) days' written notice from such Borrower after a Replacement Bank is identifiedany Offshore Rate Loans then outstanding.