Common use of Substitution of Banks Clause in Contracts

Substitution of Banks. Upon the receipt by the Company from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.7 or ------------- ----------- Section 4.15, the Company may: (i) request the Affected Bank to 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 Agent (which consent shall not be unreasonably withheld).

Substitution of Banks. Upon the receipt by the Company Borrowers from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.7 3.1 or ------------- ----------- 3.3, or any determination of illegality under Section 4.153.2, the Company Borrowers may: (i) request the Affected Bank to 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"); 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 Company Borrowers from any --------------------- Bank (an "“Affected Bank"”) of a claim for compensation under Section 4.7 2.13 or ------------- ----------- Section 4.152.15, the Company Borrowers may: (i) request the Affected Bank to use its best ------------ reasonable 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 ’s Loans and Commitment (a "“Replacement Bank"”); or (ii) request one or more ---------------- of the other Banks to acquire and assume all or any part of such Affected Bank's ’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 Company either Borrower from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.7 4.1, 4.2 or ------------- ----------- Section 4.154.3, the 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 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 the Company Borrower from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.7 4.1, 4.2 or ------------- ----------- Section 4.154.3, the Company 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 Company Borrower 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 the Company from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.7 or Sections 4.01 and ------------- ----------- Section 4.154.03, the 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 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 Company Co-Borrowers from any --------------------- Bank (an "“Affected Bank"”) of a claim for compensation under Section 4.7 or ------------- ----------- Section 4.154.04, the Company Co-Borrowers may: (ia) request the Affected Bank to use its best ------------ efforts to obtain a replacement bank or financial institution satisfactory to the Company 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"”); or (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 If a Bank becomes a Defaulted Bank or the Company receives notice from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.7 3.01, 3.02 or ------------- ----------- Section 4.153.03 (each such Bank being referred to as an "Affected Bank"), the Company may: (i) request the Affected Bank to 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 Agent (which consent shall not be unreasonably withheld).

Substitution of Banks. Upon the receipt by the Company from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.7 or ------------- ----------- Section 4.154.03, the Company ------------- may: (i) request the Affected Bank to 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; 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 Company Borrower from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.7 3.1 or ------------- ----------- 3.3, or any determination of illegality under Section 4.153.2, the Company Borrower may: (ia) request the Affected Bank to 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 Loan and Commitment (a "Replacement Bank"); or (iib) request one or 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 the receipt by the Company Borrower from any Bank --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.7 or ------------- ----------- Section 4.154.03, the Company ------------- Borrower may: (ia) request the Affected Bank to 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"); or (iib) request one or more of ---------------- 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 Company from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.7 or ------------- ----------- Section 4.154.03, the Company may: (i) request the Affected Bank to use its best ------------ efforts to obtain a replacement bank or financial institution satisfactory to the Company Agent 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 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 Company from any --------------------- Bank (an "Affected BankAFFECTED BANK") of a claim for compensation under Section SECTION 4.7 or ------------- ----------- Section SECTION 4.15, the Company may: (i) request the Affected Bank to 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 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 Company either Borrower from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.7 3.1, 3.2 or ------------- ----------- Section 4.153.3, the 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 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 Company Borrower from any --------------------- Bank (an "“Affected Bank"”) of a claim for compensation under Section 4.7 or ------------- ----------- Section 4.154.03, the Company Borrower may: (ia) request the Affected Bank to 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 ’s Loans and Commitment Uncommitted Line Portion (a "“Replacement Bank"”); or (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).

Substitution of Banks. Upon the receipt by the Company any Borrower from any Bank --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.7 4.1, 4.2 or 4.3, ------------- ----------- Section 4.15, --- --- the Company 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 Company Borrowers 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 the Company either Borrower from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.7 3.1, 3.2 or ------------- ----------- Section 4.153.3, the 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 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 Company from any Bank --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.7 or Sections 4.01 and 4.03, ------------- ----------- Section 4.15, the 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 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 Company Borrower from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.7 or ------------- ----------- Section 4.154.03, the Company Borrower may: (ia) request the Affected Bank to 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"); or (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)...... 48 4.09

Substitution of Banks. Upon receiving notice that a Bank (a) has not consented to an extension of the receipt by the Company 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 4.7 or ------------- ----------- Section 4.15), the Company may: (i) request the Affected Bank to 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 Commitments (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 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 Company Borrower from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.7 or ------------- ----------- Section 4.154.03, the Company Borrower may: (ia) request the Affected Bank to 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"); or (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 Company Borrower from any Bank --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.7 or 4.3, the Borrower ------------- ----------- Section 4.15, the Company may: (i) request the Affected Bank Agent to 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"); 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 Company Borrower from any --------------------- Bank (an "Affected Bank") of a claim for compensation under Section 4.7 or ------------- ----------- Section 4.154.03, the Company Borrower may: (ia) request the Affected Bank to 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"); or (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).