Common use of Substitution of Banks Clause in Contracts

Substitution of Banks. Upon the receipt by the Borrowers from any Bank (an "Affected Bank") of a claim for compensation under Section 3.1 or 3.3, or any determination of illegality under Section 3.2, the Borrowers may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers 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 more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and 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).

Substitution of Banks. Upon the receipt by the Borrowers Company from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 3.1 4.7 or 3.3, or any determination of illegality under ------------- ----------- Section 3.24.15, the Borrowers Company may: (i) request the Affected Bank to use its best ------------ efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers Company to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment (a "Replacement Bank"); or (ii) request one or more ---------------- of the other Banks to acquire and assume all or part of such Affected Bank's Loans and 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).

Substitution of Banks. Upon the receipt by the Borrowers either Borrower from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 3.1 4.1, 4.2 or 3.3, or any determination of illegality under Section 3.2------------- 4.3, the Borrowers Company may: (i) request the Affected Bank to use cooperate with the Company in its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers 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 more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and 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).

Substitution of Banks. Upon If a Bank becomes a Defaulted Bank or the receipt by the Borrowers Company receives notice from any Bank (an "Affected Bank") of a claim for compensation under Section 3.1 3.01, 3.02 or 3.3, or any determination of illegality under Section 3.23.03 (each such Bank being referred to as an "Affected Bank"), the Borrowers Company may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers 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; 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).

Substitution of Banks. Upon the receipt by the Borrowers Company from any Bank (an "Affected Bank") of a claim for compensation under Section 3.1 or 3.3, or any determination of illegality under Section 3.24.03, the Borrowers Company may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers Agent 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 more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and CommitmentCommitment but none of the Banks shall have any obligation to do so; or (iii) designate a Replacement BankBank satisfactory to Agent. 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).

Substitution of Banks. Upon the receipt by the Borrowers Borrower from any Bank (an "Affected Bank") of a claim for compensation under Section 3.1 or 3.3, or any determination of illegality under Section 3.24.03, the Borrowers Borrower may: (ia) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers Borrower to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment Uncommitted Line Portion (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 CommitmentUncommitted Line Portion; 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).

Substitution of Banks. Upon the receipt by the Borrowers Borrower from any Bank (an "Affected Bank") of a claim for compensation under Section 3.1 or 3.3, or any determination of illegality under Section 3.24.03, the Borrowers Borrower may: (ia) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers Borrower to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment Uncommitted Line Portion (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 CommitmentUncommitted Line Portion; 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 Agents (which consent shall not be unreasonably withheld)...

Substitution of Banks. Upon the receipt by the Borrowers Company from any Bank (an "Affected Bank") of a claim for compensation under Section 3.1 or 3.33.03, of notice that it cannot make Offshore Rate Loans under Section 3.02, or any determination of illegality a claim for Taxes or Further Taxes under Section 3.23.01, then the Borrowers Agent, at the Company's direction, may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers 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 more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and 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).

Substitution of Banks. Upon the receipt by the Borrowers Borrower from any Bank (an "Affected Bank") of a claim for compensation under Section 3.1 or 3.3, or any determination of illegality under Section 3.2, the Borrowers Borrower may: (ia) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers Borrower to acquire and assume all or a ratable part of all of such Affected Bank's Loans Loan and Commitment (a "Replacement Bank"); (iib) request one more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment; 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).

Substitution of Banks. Upon receiving notice that a Bank (a) has not consented to an extension of the receipt by the Borrowers from any Bank Revolving Credit B Loan under Section 2.9, or (b) demands a claim for compensation under Section 4.1 or 4.3 (an "Affected Bank") of a claim for compensation under Section 3.1 or 3.3, or any determination of illegality under Section 3.2), the Borrowers Company may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers Company 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 CommitmentCommitments; 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).

Substitution of Banks. Upon the receipt by the Borrowers Borrower from any Bank --------------------- (an "Affected Bank") of a claim for compensation under Section 3.1 or 3.3, or any determination of illegality under Section 3.24.3, the Borrowers Borrower ------------- ----------- may: : (i) request the Affected Bank Agent to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers 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 more of the other Banks to acquire and ----------------- assume all or part of such Affected Bank's Loans and 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).

Substitution of Banks. Upon the receipt by the Co-Borrowers from any Bank (an "“Affected Bank"”) of a claim for compensation under Section 3.1 or 3.3, or any determination of illegality under Section 3.24.04, the Co-Borrowers may: (ia) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Co-Borrowers to acquire and assume all or a ratable part of all of such Affected Bank's ’s Loans and Commitment Line Portion (a "“Replacement Bank"”); (iib) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's ’s Loans and CommitmentLine Portion; 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 Administrative Agent (which consent shall not be unreasonably withheld).

Substitution of Banks. Upon the receipt by the Borrowers Company from any Bank (an "Affected BankAFFECTED BANK") of a claim for compensation under Section 3.1 SECTION 4.7 or 3.3, or any determination of illegality under Section 3.2SECTION 4.15, the Borrowers Company may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers Company to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment (a "Replacement BankREPLACEMENT BANK"); or (ii) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and 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).

Substitution of Banks. Upon the receipt by the Borrowers Company from any Bank (an "Affected Bank") of a claim for compensation under Section 3.1 or 3.3, or any determination of illegality under Section 3.24.03, the Borrowers Company ------------- may: (i) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers 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 and Commitment (a "Replacement Bank")Commitment; (ii) request one more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and 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).

Substitution of Banks. Upon the receipt by the Borrowers Company from any Bank --------------------- (an "Affected Bank") of a claim for compensation under Section 3.1 or 3.3Sections 4.01 and 4.03, or any determination of illegality under Section 3.2, ------------- the Borrowers Company may: (i) request the Affected Bank to use its best commercially reasonable efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers 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 more of the ---------------- other Banks to acquire and assume all or part of such Affected Bank's Loans and 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).

Substitution of Banks. Upon the receipt by the Borrowers Borrower from any Bank (an "Affected Bank") of a claim for compensation under Section 3.1 or 3.3, or any determination of illegality under Section 3.24.03, the Borrowers Borrower may: (ia) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers Borrower to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment Uncommitted Line Portion (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 CommitmentUncommitted Line Portion; 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 Agents (which consent shall not be unreasonably withheld).

Substitution of Banks. Upon the receipt by the Borrowers Borrower from any Bank --------------------- (an "Affected Bank") of a claim for compensation under Section 3.1 4.1, 4.2 or 3.34.3, or any determination of illegality under Section 3.2, ------------- ----------- --- --- the Borrowers Borrower may: (i) request the Affected Bank to use cooperate with the Borrower in its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers 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 more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and 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).

Substitution of Banks. Upon the receipt by the Borrowers Borrower from any Bank (an "Affected Bank") of a claim for compensation under Section 3.1 4.1, 4.2 or 3.3, or any determination of illegality under Section 3.24.3, the Borrowers Borrower may: (i) request the Affected Bank to use cooperate with the Borrower in its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers 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 more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and 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).

Substitution of Banks. Upon the receipt by the Borrowers any Borrower from any Bank --------------------- (an "Affected Bank") of a claim for compensation under Section 3.1 4.1, 4.2 or 3.34.3, or any determination of illegality under Section 3.2, ------------- ----------- --- --- the Borrowers may: (i) request the Affected Bank to use cooperate with the Borrowers in its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers 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 more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and 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).

Substitution of Banks. Upon the receipt by the Borrowers Borrower from any Bank --------------------- (an "Affected Bank") of a claim for compensation under Section 3.1 or 3.3, or any determination of illegality under Section 3.24.03, the Borrowers ------------- Borrower may: : (ia) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers Borrower to acquire and assume all or a ratable part of all of such Affected Bank's Loans and Commitment Uncommitted Line Portion (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 CommitmentUncommitted Line Portion; 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).

Substitution of Banks. Upon the receipt by the Borrowers Company from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 3.1 or 3.3, or any determination of illegality under Section 3.2Sections 4.01 and ------------- 4.03, the Borrowers Company may: (i) request the Affected Bank to use its best commercially reasonable efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers 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 more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and 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).

Substitution of Banks. Upon the receipt by the Borrowers Borrower from any Bank (an "“Affected Bank"”) of a claim for compensation under Section 3.1 or 3.3, or any determination of illegality under Section 3.24.03, the Borrowers Borrower may: (ia) request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrowers Borrower to acquire and assume all or a ratable part of all of such Affected Bank's ’s Loans and Commitment Uncommitted Line Portion (a "“Replacement Bank"”); (iib) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's ’s Loans and CommitmentUncommitted Line Portion; 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 Agents (which consent shall not be unreasonably withheld).