Common use of Substitution of Banks Clause in Contracts

Substitution of Banks. Upon the receipt by either Borrower from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.1, 4.2 or ------------- 4.3, the Company may: (i) request the Affected Bank to cooperate with the Company in its efforts to obtain a replacement bank or financial institution satisfactory to 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 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 either Borrower the Borrowers from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.13.1 or 3.3, 4.2 or ------------- 4.3any determination of illegality under Section 3.2, the Company Borrowers may: (i) request the Affected Bank to cooperate with the Company in use its best efforts to obtain a replacement bank or financial institution satisfactory to the Company 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 either Borrower the Company from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.1, 4.2 4.7 or ------------- 4.3----------- Section 4.15, the Company may: (i) request the Affected Bank to cooperate with the Company in use its best ------------ efforts to obtain a replacement bank or financial institution satisfactory to the 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 Administrative Agent (which consent shall not be unreasonably withheld).

Substitution of Banks. Upon the receipt by either the Borrower from any Bank --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.1, 4.2 or ------------- 4.3, the Company Borrower ------------- ----------- may: (i) request the Affected Bank Agent to cooperate with the Company in use its best efforts to obtain a replacement bank or financial institution satisfactory to the Company 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 either any Borrower from any Bank --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.1, 4.2 or ------------- 4.3, ------------- ----------- --- --- the Company Borrowers may: (i) request the Affected Bank to cooperate with the Company Borrowers in its efforts to obtain a replacement bank or financial institution satisfactory to the Company 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 either the Borrower from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.1, 4.2 or ------------- 4.3, the Company Borrower may: (i) request the Affected Bank to cooperate with the Company Borrower in its efforts to obtain a replacement bank or financial institution satisfactory to the Company 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 either Borrower the Company from any Bank --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.1Sections 4.01 and 4.03, 4.2 or ------------- 4.3, the Company may: (i) request the Affected Bank to cooperate with the Company in its use commercially reasonable efforts to obtain a replacement bank or financial institution satisfactory to 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 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 either Borrower Company receives notice from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.13.01, 4.2 3.02 or ------------- 4.33.03 (each such Bank being referred to as an "Affected Bank"), the Company may: (i) request the Affected Bank to cooperate with the Company in use its best efforts to obtain a replacement bank or financial institution satisfactory to 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; 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 either Borrower the Company from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.1, 4.2 or Sections 4.01 and ------------- 4.34.03, the Company may: (i) request the Affected Bank to cooperate with the Company in its use commercially reasonable efforts to obtain a replacement bank or financial institution satisfactory to 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 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 either the Borrower from any Bank --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.1, 4.2 or ------------- 4.34.03, the Company ------------- Borrower may: (ia) request the Affected Bank to cooperate with the Company in use its best efforts to obtain a replacement bank or financial institution satisfactory to the Company 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 Administrative Agent (which consent shall not be unreasonably withheld).

Substitution of Banks. Upon the receipt by either Borrower the Company from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.1, 4.2 or ------------- 4.34.03, the Company ------------- may: (i) request the Affected Bank to cooperate with the Company in use its best efforts to obtain a replacement bank or financial institution satisfactory to 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 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 Administrative Agent (which consent shall not be unreasonably withheld).

Substitution of Banks. Upon the receipt by either the Borrower from any Bank --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.1, 4.2 or ------------- 4.3, ------------- ----------- --- --- the Company Borrower may: (i) request the Affected Bank to cooperate with the Company Borrower in its efforts to obtain a replacement bank or financial institution satisfactory to the Company 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).