Common use of Replacement Banks Clause in Contracts

Replacement Banks. (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuingany Bank has ----------------- failed to make available to the Agent, the Borrower mayamount of its Acquisition Commitment Percentage or its Commitment Percentage on any Drawdown Date in accordance with (S)(S)2.8.2 or 4.8.2, at any time, replace (b) any Bank that has requested demanded compensation from the Borrower pursuant to Section 6.1 (S)(S)6.7 or 6.7 6.8 hereof, or whose obligation (c) there shall have occurred a change in law with respect to any Bank as a consequence of which it shall have become unlawful for such Bank to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereofa LIBOR Rate Loan on any Drawdown Date, or any Bank that is a Defaulting Bank as described in (S)6.6 hereof (any such Bank being herein called described in the foregoing clauses (a), (b) or (c) is hereinafter referred to as an “"Affected Bank”) by giving "), the Borrower -------- ---- may request that the Non-Affected Banks acquire all, but not less than 10 Business Days’ prior notice all, of the Affected Bank's outstanding Loans, and assume all, but not less than all, of the Affected Bank's Acquisition Commitment and its Commitment. If the Borrower so requests, the Non Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Loans, and to assume all or any portion of the Affected Bank's Acquisition Commitment and its Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Loans, the Acquisition Commitment and the Commitment, the Borrower may designate a replacement bank or banks, which must be satisfactory to the Administrative Agent (which shall promptly notify such Agent, to acquire and assume that portion of the outstanding Loans, the Acquisition Commitment and the Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent)Non- Affected Banks. The method provisions of (whether by assignment or otherwise) of S)19 hereof shall apply to all reallocations pursuant to this (S)6.12, and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Loans, the Acquisition Commitment and the Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of (S)19 hereof, such replacement)Assignments and Acceptances and other instruments, including, without limitation, Notes, as are required pursuant to (S)19 hereof to give effect to such reallocations. Upon Any Non-Affected Banks and/or replacement banks which are to acquire the Loans, the Acquisition Commitment and the Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of (S)19 hereof. On the effective date of any replacement under this Section 6.6(a) (the applicable Assignments and as a condition thereto)Acceptances, the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced all interest accrued on its Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued up to the effective date of but excluding such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested ----------------- demanded compensation from the Borrower pursuant to Section 6.1 (S)(S)5.7 or 6.7 5.8 hereof, or whose obligation (b) there shall have occurred a change in law with respect to any Bank as a consequence of which it shall have become unlawful for such Bank to make additional a Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereofRate Loan on any Drawdown Date, or any Bank that is a Defaulting Bank as described in (S)5.6 hereof (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially described in the form of Exhibit I foregoing clauses (a) or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long is hereinafter referred to as no Default shall have occurred and be continuing, if at any time a an "Affected Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”"), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Affected Banks -------- ---- acquire all, but not less than all, of the Affected Bank's outstanding Revolving Credit Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Borrower so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Revolving Credit Loans and Commitment, the Borrower may designate a replacement bank or banks, which must be satisfactory to the Agent, to acquire and assume that after giving portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank not being acquired and assumed by the Non-Affected Banks. The provisions of (S)19 hereof shall apply to all reallocations pursuant to this (S)5.12, and the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall execute and deliver to the Agent, in accordance with the provisions of (S)19 hereof, such Assignments and Acceptances and other instruments, including, without limitation, Revolving Credit Notes, as are required pursuant to (S)19 hereof to give effect to such assignment reallocations. Any Non- Affected Banks and/or replacement banks which are to acquire the assignor Revolving Credit Loans and Commitment of the Affected Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form deemed to be Eligible Assignees for all purposes of Exhibit I. Upon (S)19 hereof. On the effective date of any assignment under this Section 6.6(b) (the applicable Assignments and as a condition thereto)Acceptances, the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans pay to the Excess Affected Bank all interest accrued on its portion of the Excess Amounts so being assigned (including interestRevolving Credit Loans up to but excluding such date, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued along with any fees payable to the effective date of such assignment). In the case of a lender that was not a Affected Bank prior hereunder up to the assignment, but excluding such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested demanded compensation from the Borrower pursuant to Section 6.1 (S)(S)5.7 or 6.7 5.8 hereof, or whose obligation (b) there shall have occurred a change in law with respect to any Bank as a consequence of which it shall have become unlawful for such Bank to make additional a Eurodollar Rate Loan on any Drawdown Date, as described in (S)5.6 hereof or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or illegal for any Bank that is a Defaulting Bank to make any Revolving Credit Loan as provided in (S)12.2 hereof (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially described in the form of Exhibit I foregoing clauses (a) or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long is hereinafter referred to as no Default shall have occurred and be continuing, if at any time a an "Affected Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”"), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Affected Banks acquire all, but not less than all, of the Affected Bank's outstanding Revolving Credit Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Borrower so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected 38 Bank's outstanding Revolving Credit Loans and Commitment, the Borrower may designate a replacement bank or banks, which must be satisfactory to the Agent, to acquire and assume that after giving portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank not being acquired and assumed by the Non- Affected Banks. The provisions of (S)19 hereof shall apply to all reallocations pursuant to this (S)6.12, and the Borrower, the Affected Bank and any Non- Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall execute and deliver to the Agent, in accordance with the provisions of (S)19 hereof, such Assignments and Acceptances and other instruments, including, without limitation, Revolving Credit Notes, as are required pursuant to (S)19 hereof to give effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banksreallocations. A “Any Non-Excess Bank” means a lender (including any Bank) selected by Affected Banks and/or replacement banks which are to acquire the Borrower and, in Revolving Credit Loans and Commitment of the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment Affected Bank shall be a Transfer Supplement substantially in the form deemed to be Eligible Assignees for all purposes of Exhibit I. Upon (S)19 hereof. On the effective date of any assignment under this Section 6.6(b) (the applicable Assignments and as a condition thereto)Acceptances, the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans pay to the Excess Affected Bank all interest accrued on its portion of the Excess Amounts so being assigned (including interestRevolving Credit Loans up to but excluding such date, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued along with any fees payable to the effective date of such assignment). In the case of a lender that was not a Affected Bank prior hereunder up to the assignment, but excluding such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. (a) So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar Term SOFR Loans or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 ten (10) Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (ba) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested demanded compensation from the Borrower pursuant to Section 6.1 Sections 6.2.2, 6.6 or 6.7 hereof, (b) any Bank fails or whose obligation refuses to make additional Eurodollar available to the Agent on any Drawdown Date the amount of its Commitment Percentage of any requested Revolving Credit Loan or Money Market Loans has been suspended pursuant (c) there shall have occurred a change in law with respect to Section 6.1(b) or 6.3 hereof, or any Bank that is as a Defaulting consequence of which it shall have become unlawful for such Bank to make a Eurodollar Rate Loan on any Drawdown Date, as described in Section 6.5 hereof (any such Bank being herein called described in the foregoing clauses (a), (b) or (c) is hereinafter referred to as an “"Affected Bank”"), the Borrower may request that the other Banks (the "Non-Affected Banks") by giving acquire all, but not less than 10 Business Days’ prior notice all, of the Affected Bank's outstanding Revolving Credit Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Borrower so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment; provided, however, such Non-Affected Bank shall also be required to acquire and assume all or a like pro rata portion of such assignor's interests under the FIL Credit Agreement. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Revolving Credit Loans and Commitment and like interest and liabilities of the Affected Bank under the FIL Credit Agreement, the Borrower may designate a replacement bank or banks (which must be an Eligible Assignee), which must be reasonably satisfactory to the Administrative Agent (which shall promptly notify such Agent, to acquire and assume that portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower Non-Affected Banks; provided, however, such assignee shall also be required to acquire and acceptable to assume all or a like pro rata portion of such assignor's interests under the Administrative Agent (which shall not unreasonably withhold its consent)FIL Credit Agreement. The method provisions of Section 19 hereof shall apply to all reallocations pursuant to this Section 6.11 (whether by assignment or otherwise) of including, without limitation, the provisions pertaining to pro rata allocations with the FIL Credit Agreement), and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Revolving Credit Loans and Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of Section 19 hereof, such replacement). Upon the effective date of any replacement under this Assignments and Acceptances and other instruments, as are required pursuant to Section 6.6(a) (and as a condition thereto)18 hereof to give effect to such reallocations; provided, however, the Borrower shall, or shall cause the replacement lender(s) toassignee Bank, pay the registration fee set forth in Section 18.3. Any Non-Affected Banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of Section 19 hereof. On the effective date of the applicable Assignments and Acceptances, the Borrower shall pay to the Affected Bank being replaced all interest accrued on its Revolving Credit Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (up to but excluding such date, including, without limitation, interest, Facility Fees, compensation and additional any amounts under this that would have been payable pursuant to Section 6, 6.9 hereof in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become connection with a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)prepayment. (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar Term SOFR Loans or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. acquired and assumed by the Non-Affected Banks; provided, however, such assignee shall also be required to acquire and assume all or a like pro rata portion of such assignor's interests under the FIL Credit Agreement. The provisions of Section 18 hereof shall apply to all reallocations pursuant to this Section 5.12 (a) So long as no Default shall have occurred and be continuingincluding, without limitation, the Borrower mayprovisions pertaining to pro rata allocations with the FIL Credit Agreement), at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Revolving Credit Loans and Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of Section 18 hereof, such replacement). Upon the effective date of any replacement under this Assignments and Acceptances and other instruments, as are required pursuant to Section 6.6(a) (and as a condition thereto)18 hereof to give effect to such reallocations; provided, however, the Borrower shall, or shall cause the replacement lender(s) toassignee Bank, pay the registration fee set forth in Section 18.3. Any Non-Affected Banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of Section 18 hereof. On the effective date of the applicable Assignments and Acceptances, the Borrower shall pay to the Affected Bank being replaced all interest accrued on its Revolving Credit Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (up to but excluding such date, including, without limitation, interest, Facility Fees, compensation and additional any amounts under this that would have been payable pursuant to Section 6, 5.10 hereof in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become connection with a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)prepayment. (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. (ai) So long as If any Bank has notified Canaan and the Agent of its incurring additional costs under Section 5, then the Borrowers may, unless such Bank has notified the Borrowers that the circumstances giving rise to such notice no Default shall have occurred and be continuinglonger apply, terminate, in whole or in part, the Borrower may, Revolving Commitment of such Bank (other than the Agent) (the "TERMINATED LENDER") at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(btime upon five (5) or 6.3 hereof, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ ' prior written notice to the Administrative Terminated Lender and the Agent (which shall promptly notify such Affected Bank and each other Banknotice referred to herein as a "NOTICE OF TERMINATION"). (ii) that it intends In order to replace such Affected Bank effect the termination of the Revolving Commitment of the Terminated Lender, the Borrowers shall: (i) obtain an agreement with one or more Banks to increase their Revolving Commitment or Commitments and/or (ii) request any one or more other lenders (including any Bank) selected by the Borrower banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Revolving Commitment or Commitments; PROVIDED, HOWEVER, that such one or more other banking institutions are reasonably acceptable to the Administrative Agent and become parties by executing an Assignment and Acceptance (the Banks or other banking institutions that agree to accept in whole or in part the Revolving Commitment of the Terminated Lender being referred to herein as the "REPLACEMENT BANKS"), such that the aggregate increased and/or accepted Revolving Commitment of the Replacement Banks under clauses (i) and (ii) above equal the Revolving Commitment of the Terminated Lender. (iii) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "LENDER TERMINATION DATE"), and the Replacement Bank or Replacement Banks to which the Terminated Lender will assign its Revolving Commitment and, if there will be more than one Replacement Bank, the portion of the Terminated Lender's Revolving Commitment to be assigned to each Replacement Bank. (iv) On the Lender Termination Date, (i) the Terminated Lender shall not unreasonably withhold by execution and delivery of an Assignment and Acceptance assign its consent). The method Revolving Commitment to the Replacement Bank or Replacement Banks (whether by assignment or otherwisepro rata, if there is more than one Replacement Bank, in proportion to the portion of the Terminated Lender's Revolving Commitment to be assigned to each Replacement Bank) of and documentation for such replacement shall be either a Transfer Supplement substantially indicated in the form Notice of Exhibit I or otherwise acceptable Termination and shall assign to the Affected Replacement Bank or Replacement Banks each of its Revolving Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid, (ii) the Terminated Lender shall endorse its Note, payable without recourse, representation or warranty to the order of the Replacement Bank or Replacement Banks (pro rata as aforesaid), (iii) the Replacement Bank or Replacement Banks shall purchase the Note held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (iv) the Replacement Bank or Replacement Banks will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 28, and the Administrative Agent (which Terminated Lender will have the rights and benefits of an assignor under Section 28. To the extent not in conflict, the terms of Section 28 shall not unreasonably withhold their consent and shall cooperate with supplement the Borrower in effecting such replacement)provisions of this Section 5. Upon the effective date of any replacement For each assignment made under this Section 6.6(a) (and as a condition thereto)5, the Borrower shall, or Replacement Lender shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to Agent the effective date of such replacement), whereupon each replacement lender shall become a “Bank” processing fee provided for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent)28. The method of and documentation Borrower will be responsible for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date payment of any assignment under this Section 6.6(b) (breakage costs associated with termination and Replacement Lenders, as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective dateset forth herein.

Replacement Banks. (a) So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar Term SOFR Loans or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 ten (10) Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar Term SOFR Loans or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (ba) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested had demanded compensation from the Borrower pursuant to Section 6.1 Sections 6.7 or 6.7 6.8 hereof, or whose (b) any obligation to make additional Eurodollar or Money Market Loans has been suspended is imposed upon the Borrower pursuant to Section 6.1(b) or 6.3 hereof6.3.2 with respect to any amount payable by the Borrower to any Bank, or (c) any Bank that is a Defaulting Bank has failed or refused to fund any Loan pursuant to Section 2.8.1 or Section 4.6.2 hereof (any such Bank being herein called described in the foregoing clauses (a) - (c) is hereinafter referred to as an “"Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”"), the Borrower may request that the Excess Bank assign other Banks (collectively, the Excess Amount to one or more "Non-Excess Affected Banks") acquire all, but not less than all, of the Affected Bank's Commitment and Acquisition Commitment or may designate a replacement bank or banks, which must be an Eligible Assignee and which also must be reasonably acceptable to the Agent, to acquire and assume all or any portion of the outstanding Loans, Acquisition Commitment and Commitment of the Affected Bank (the "Replacement Bank"). If the Borrower so requests the Non-Affected Banks so to acquire all or a portion of the Affected Bank's Commitment and Acquisition Commitment, the Non-Affected Banks may elect to acquire all or any portion of the Affected Banks outstanding Loans and to assume all or any portion of the Affected Bank's Commitment and Acquisition Commitment. If the Non- Affected Banks do not elect to acquire and assume all or any portion of the Affected Bank's outstanding Loans, Acquisition Commitment and Commitment, the Replacement Bank may acquire and assume that after giving portion of the outstanding Loans, Acquisition Commitments and Commitments of the Affected Bank not otherwise acquired or assumed by the Non-Affected Banks. The provisions of Section 20 hereof shall apply to all reallocations pursuant to this Section 6.12, and the Affected Bank and any Non-Affected Banks and/or Replacement Banks which are to acquire the Loans, Acquisition Commitment and Commitment of the Affected Bank shall execute and deliver to the Agent, in accordance with the provisions of Section 20 hereof, such Assignments and Acceptances and other instruments, including, without limitation, the Notes, as are required pursuant to Section 20 hereof to give effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banksreallocations. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon On the effective date of any assignment under this Section 6.6(b) (the applicable Assignment and as a condition thereto)Acceptance, the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans pay to the Excess Affected Bank all interest accrued on its portion of the Excess Amounts so being assigned (including interestLoans up to but excluding such date, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued along with any fees payable to the effective date of such assignment). In the case of a lender that was not a Affected Bank prior hereunder up to the assignment, but excluding such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested demanded compensation from the Borrower pursuant to Section 6.1 Sections 6.3.2, 6.7 or 6.7 6.8 hereof, or whose obligation (b) there shall have occurred a change in law with respect to any Bank as a consequence of which it shall have become unlawful for such Bank to make additional a Eurodollar or Money Market Loans has been suspended pursuant to Rate Loan on any Drawdown Date, as described in Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank 6.6 hereof (any such Bank being herein called described in the foregoing clauses (a) or (b) is hereinafter referred to as an “"Affected Bank”"), the Borrower may request that the other Banks (the "Non-Affected Banks") by giving acquire all, but not less than 10 Business Days’ prior notice all, of the Affected Bank's outstanding Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Borrower so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Loans and to assume all or any portion of the Affected Bank's Commitment; provided, however, such Non-Affected Bank shall also be required to acquire and assume all or a like pro rata portion of such assignor's interests under the FIUI Credit Agreement. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Loans and Commitment and like interest and liabilities of the Affected Bank under the FIUI Credit Agreement, the Borrower may designate a replacement bank or banks (which must be an Eligible Assignee), which must be reasonably satisfactory to the Administrative Agent (which shall promptly notify such Agent, to acquire and assume that portion of the outstanding Loans and Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower Non-Affected Banks; provided, however, such assignee shall also be required to acquire and acceptable to assume all or a like pro rata portion of such assignor's interests under the Administrative Agent (which shall not unreasonably withhold its consent)FIUI Credit Agreement. The method provisions of Section 20 hereof shall apply to all reallocations pursuant to this Section 6.12 (whether by assignment or otherwise) of including, without limitation, the provisions pertaining to pro rata allocations with the FIUI Credit Agreement), and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Loans and Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of Section 20 hereof, such replacement). Upon the effective date of any replacement under this Assignments and Acceptances and other instruments, as are required pursuant to Section 6.6(a) (and as a condition thereto)20 hereof to give effect to such reallocations; provided, however, the Borrower shall, or shall cause the replacement lender(s) toassignee Bank, pay the registration fee set forth in Section 20.3. Any Non-Affected Banks which are to acquire the Loans and Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of Section 20 hereof. On the effective date of the applicable Assignments and Acceptances, the Borrower shall pay to the Affected Bank being replaced all interest accrued on its Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (up to but excluding such date, including, without limitation, interest, Facility Fees, compensation and additional any amounts under this that would have been payable pursuant to Section 6, 6.10 hereof in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become connection with a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)prepayment. (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. If any Bank has notified the Borrower and the Agent of its incurring additional costs under Section 5(b) hereof or has required the Borrower to make payment for taxes under Section 5(c) hereof, then Borrower may, unless such Bank has notified the Borrower and the Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Revolving Commitment of any such Bank (aother than the Agent) So long (the "Terminated Bank") at any time upon five (5) Business Days prior written notice to the Terminated Bank and the Agent (such notice referred to herein as no Default shall have occurred and be continuinga "Notice of Termination"). In order to effect the termination of the Revolving Commitment of the Terminated Bank, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(bshall (i) or 6.3 hereof, or any Bank that is a Defaulting Bank (any such Bank being herein called obtain an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank agreement with one or more other lenders Banks to increase their Revolving Commitment or Revolving Commitments and/or (including ii) request any Bankone or more other Eligible Assignees to become parties to this Agreement in place and in stead of such Terminated Bank and agree to accept a Revolving Commitment or Revolving Commitments in an aggregate amount or amounts equal to the Revolving Commitment held by the Terminated Bank and (iii) pay all amounts due to the Terminated Bank pursuant to the provisions of Section 5(b) and 5(c) hereof; provided, however, that such one or more Eligible Assignees selected by the Borrower and must be reasonably acceptable to the Administrative Agent and must become parties by accepting an Assignment and Acceptance (which shall not unreasonably withhold its consent). The method (whether by assignment the Banks or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially other Eligible Assignees that agree to accept in whole or in part the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Revolving Commitment of the Affected Terminated Bank being replaced shall be terminated upon referred to herein as the "Replacement Banks"), such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations aggregate increased and/or accepted Revolving Commitments of the Borrower Replacement Banks under Sections 6.1, 6.5, 6.7 Clauses (i) and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (bii) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable above equal to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Revolving Commitment of the Excess Bank being assigned Terminated Bank. The Notice of Termination shall be terminated upon such effective date.include the name of the Terminated Bank, the

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested demanded compensation from the any Borrower pursuant to Section 6.1 Sections 6.2.2, 6.6 or 6.7 hereof, (b) any Bank fails or whose obligation refuses to make additional Eurodollar available to the Agent on any Drawdown Date the amount of its Commitment Percentage of any requested Revolving Credit Loan, (c) the occurrence of a Fronting Loan Event or Money Market Loans has been suspended pursuant (d) there shall have occurred a change in law with respect to Section 6.1(b) or 6.3 hereof, or any Bank that is as a Defaulting consequence of which it shall have become unlawful for such Bank to make a Eurocurrency Rate Loan on any Drawdown Date, as described in Section 6.5 hereof (any such Bank being herein called described in the foregoing clauses (a), (b) or (d) and, as it pertains to clause (c) any Non-Multicurrency Bank, is hereinafter referred to as an “"Affected Bank”"), the Company may request that the other Banks (the "Non-Affected Banks") by giving acquire all, but not less than 10 Business Days’ prior notice all, of the Affected Bank's outstanding Revolving Credit Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Company so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment; provided, however, such Non-Affected Bank shall also be required to acquire and assume all or a like pro rata portion of such assignor's interests under the FIUI Credit Agreement. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Revolving Credit Loans and Commitment and like interest and liabilities of the Affected Bank under the FIUI Credit Agreement, the Company may designate a replacement bank or banks (which must be an Eligible Assignee), which must be reasonably satisfactory to the Administrative Agent (which shall promptly notify such Agent, to acquire and assume that portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower Non-Affected Banks; provided, however, such assignee shall also be required to acquire and acceptable to assume all or a like pro rata portion of such assignor's interests under the Administrative Agent (which shall not unreasonably withhold its consent)FIUI Credit Agreement. The method provisions of Section 20 hereof shall apply to all reallocations pursuant to this Section 6.11 (whether by assignment or otherwise) of including, without limitation, the provisions pertaining to pro rata allocations with the FIUI Credit Agreement), and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Revolving Credit Loans and Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of Section 20 hereof, such replacement). Upon the effective date of any replacement under this Assignments and Acceptances and other instruments, as are required pursuant to Section 6.6(a) (and as a condition thereto)20 hereof to give effect to such reallocations; provided, however, the Borrower Company shall, or shall cause the replacement lender(s) toassignee Bank, pay the registration fee set forth in Section 20.3. Any Non-Affected Banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of Section 20 hereof. On the effective date of the applicable Assignments and Acceptances, the applicable Borrowers shall pay to the Affected Bank being replaced all interest accrued on its Revolving Credit Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (up to but excluding such date, including, without limitation, interest, Facility Fees, compensation and additional any amounts under this that would have been payable pursuant to Section 6, 6.9 hereof in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become connection with a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)prepayment. (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. (a) So long as no Default In the event that any Bank shall have occurred and be continuinggiven notice that it is entitled to claim compensation pursuant to Sections 7.8 or 7.9, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower or shall have given notice of illegality pursuant to Section 6.1 or 6.7 hereof2.10, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereofthe Company, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ with the prior notice to written consent of the Administrative Agent (which shall promptly notify consent will not unreasonably be withheld), may designate a replacement bank to assume the Commitments and the other obligations of such Affected Bank hereunder and under any outstanding Acceptance Participation held by such Bank and each other to purchase the outstanding Committed Loan Note and Bid Loan Note and any outstanding Acceptance Participation payable to such Bank and such Bank) that it intends to replace 's rights hereunder and with respect thereto, without recourse upon, or warranty by, or expense to, such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable for a purchase price equal to the Administrative Agent sum of (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwisea) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the aggregate outstanding unpaid principal amount of such Affected Bank’s Commitment assumed by it, Committed Loan Note and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date Bid Loan Note and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof any outstanding Acceptance Obligation payable to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliatesall interest accrued and unpaid thereon, an “Excess Bank” (b) any unpaid Facility Fee or other fee payable to such Bank for the period prior to such purchase, (c) the amount that would have been payable to such Bank pursuant to Section 7.3 had such purchase of said Committed Loan Note and such amount in excess of 15% Bid Loan Note constituted a prepayment thereof contemplated by clause (c) of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case first sentence of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments7.3, and pay, in (d) the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned Acceptance Commission payable to such Bank upon payment of the related Acceptance Obligation (prorated in the proportion that the number of days in the period from and including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued the date of creation of the related Acceptance to but excluding the date of the purchase of such Acceptance Participation bears to the effective number of days in the period from and including the date of such assignmentcreation of the related Acceptance to but excluding the date of the maturity of the related Acceptance). In Upon such assumption and purchase by the case of a lender that was not a Bank prior to the assignmentreplacement bank, such lender replacement bank shall become be deemed to be a “"Bank” " for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment replaced Bank shall cease to be a "Bank" for purposes of the Excess Bank being assigned this Agreement and shall be terminated upon such effective dateno longer have any obligations hereunder (except as provided in Section 18.10) or rights hereunder (except as provided in Sections 7.3, 7.8, 7.9 and 19).

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested demanded compensation from the Borrower pursuant to Section 6.1 Sections 5.2.2(a), 5.6 or 6.7 5.7 hereof, or whose obligation (b) there shall have occurred a change in law with respect to any Bank as a consequence of which it shall have become unlawful for such Bank to make additional a Eurodollar Rate Loan on any Drawdown Date, as described in Section 5.5 hereof or Money Market Loans has been suspended pursuant to Section 6.1(b(c) or 6.3 hereof, or any Bank that is shall be a Defaulting Specified Non-Consenting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially described in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent foregoing clauses (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition theretoa), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long or (c) is hereinafter referred to as no Default shall have occurred and be continuing, if at any time a an "Affected Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”"), the Borrower may request that the Excess Bank assign Banks other than the Excess Amount to one or more Affected Banks (the "Non-Excess Affected Banks") acquire all, but not less than all, of the Affected Bank's outstanding Revolving Credit Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Borrower so requests, the Non-Affected Banks so may elect to acquire all or any portion of the Affected Bank's outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Revolving Credit Loans and Commitment, the Borrower may designate a replacement bank or banks, which must be satisfactory to the Agent, to acquire and assume that after giving portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank not being acquired and assumed by the Non-Affected Banks. The provisions of Section 19 hereof shall apply to all reallocations pursuant to this Section 5.11, and the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall execute and deliver to the Agent, in accordance with the provisions of Section 19 hereof, such Assignments and Acceptances and other instruments, including, without limitation, Revolving Credit Notes, as are required pursuant to Section 19 hereof to give effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banksreallocations. A “Any Non-Excess Bank” means a lender (including any Bank) selected by Affected Banks and/or replacement banks which are to acquire the Borrower and, in Revolving Credit Loans and Commitment of the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment Affected Bank shall be a Transfer Supplement substantially in the form deemed to be Eligible Assignees for all purposes of Exhibit I. Upon Section 19 hereof. On the effective date of any assignment under this Section 6.6(b) (the applicable Assignments and as a condition thereto)Acceptances, the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans pay to the Excess Affected Bank all interest accrued on its portion of the Excess Amounts so being assigned (including interestRevolving Credit Loans up to but excluding such date, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued along with any fees payable to the effective date of such assignment). In the case of a lender that was not a Affected Bank prior hereunder up to the assignment, but excluding such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested ----------------- demanded compensation from the Borrower pursuant to Section 6.1 (S)(S)5.7 or 6.7 5.8 hereof, or whose obligation (b) there shall have occurred a change in law with respect to any Bank as a consequence of which it shall have become unlawful for such Bank to make additional a Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereofRate Loan on any Drawdown Date, or any Bank that is a Defaulting Bank as described in (S)5.6 hereof (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially described in the form of Exhibit I foregoing clauses (a) or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long is hereinafter referred to as no Default shall have occurred and be continuing, if at any time a an "Affected Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”"), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Affected Banks -------- ---- acquire all, but not less than all, of the Affected Bank's outstanding Revolving Credit Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Borrower so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Revolving Credit Loans and Commitment, the Borrower may designate a replacement bank or banks, which must be satisfactory to the Agent, to acquire and assume that after giving portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank not being acquired and assumed by the Non- Affected Banks. The provisions of (S)19 hereof shall apply to all reallocations pursuant to this (S)5.12, and the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall execute and deliver to the Agent, in accordance with the provisions of (S)19 hereof, such Assignments and Acceptances and other instruments, including, without limitation, Revolving Credit Notes, as are required pursuant to (S)19 hereof to give effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banksreallocations. A “Any Non-Excess Bank” means a lender (including any Bank) selected by Affected Banks and/or replacement banks which are to acquire the Borrower and, in Revolving Credit Loans and Commitment of the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment Affected Bank shall be a Transfer Supplement substantially in the form deemed to be Eligible Assignees for all purposes of Exhibit I. Upon (S)19 hereof. On the effective date of any assignment under this Section 6.6(b) (the applicable Assignments and as a condition thereto)Acceptances, the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans pay to the Excess Affected Bank all interest accrued on its portion of the Excess Amounts so being assigned (including interestRevolving Credit Loans up to but excluding such date, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued along with any fees payable to the effective date of such assignment). In the case of a lender that was not a Affected Bank prior hereunder up to the assignment, but excluding such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, 6.5 hereof or any Bank that becomes and is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I “C” or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) 6.4 (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Undrawn Fees, Utilization Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacementreplacement subject to, in the case of a Defaulting Bank, Section 2.11), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.56.3, 6.7 6.5 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long as no Default shall have occurred and be continuing. For greater certainty, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case replacement of a lender that is not an existing Bank, acceptable Defaulting Bank pursuant to this Section 6.4 shall be in compliance with and subject to the Administrative Agent (which shall not unreasonably withhold its consent). The method of terms and documentation for such provisions in Section 13.5(c) as they relate specifically to an assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Defaulting Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date’s Credit Exposure.

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested demanded compensation from the Borrower pursuant to Section 6.1 (S)(S)6.7 or 6.7 6.8 hereof, or whose obligation (b) there shall have occurred a change in law with respect to any Bank as a consequence of which it shall have become unlawful for such Bank to make additional a Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereofRate Loan on any Drawdown Date, or any Bank that is a Defaulting Bank as described in (S)6.6 hereof (any such Bank being herein called described in the foregoing clauses (a) or (b) is hereinafter referred to as an “"Affected Bank”) by giving "), -------- ---- the Borrower may request so long as no Default or Event of Default has occurred that the Non-Affected Banks acquire all, but not less than 10 Business Days’ prior notice all, of the Affected Bank's outstanding Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Borrower so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non- Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Loans and Commitment, the Borrower may designate a replacement bank or banks, which must be satisfactory to the Administrative Agent (and which shall promptly notify such would otherwise be an Eligible Assignee, to acquire and assume that portion of the outstanding Loans and Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent)Non-Affected Banks. The method provisions of (whether by assignment or otherwise) of S)21 hereof shall apply to all reallocations pursuant to this (S)6.12, and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non- Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Loans and Commitments of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of (S)21 hereof, such replacement)Assignments and Acceptances and other instruments, including, without limitation, Notes, as are required pursuant to (S)21 hereof to give effect to such reallocations. Upon On the effective date of any replacement under this Section 6.6(a) (the applicable Assignments and as a condition thereto)Acceptances, the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced all interest accrued on its Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued up to the effective date of but excluding such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, 6.5 hereof or any Bank that becomes and is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I “C” or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) 6.4 (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Undrawn Fees, Utilization Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacementreplacement subject to, in the case of a Defaulting Bank, Section 2.12), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment Commitments in the amount of such Affected Bank’s Commitment Commitments assumed by it, and such Commitment Commitments of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.56.3, 6.7 6.5 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long as no Default shall have occurred and be continuing. For greater certainty, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case replacement of a lender that is not an existing Bank, acceptable Bank (whether a Defaulting Bank or otherwise) pursuant to this Section 6.4 shall be in compliance with and subject to the Administrative Agent (which shall not unreasonably withhold its consentterms and provisions in Section 13.5(c). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. (a) So long as no Default shall have occurred and be continuingUpon the election of any Affected Party to request reimbursement by the Sellers for increased costs under Sections 2.16 or 2.17 or for compensation in respect of withholding taxes under Section 2.19, the Borrower Sellers may, at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ upon prior written notice to the Administrative Agent (and such Affected Party, seek a replacement Bank to whom such additional costs or taxes shall not apply and which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable be reasonably satisfactory to the Administrative Agent (which shall a “Replacement Bank”); provided, however, that the Sellers may not unreasonably withhold seek a replacement for a Managing Agent, in its consentcapacity as a Bank, unless the Issuer in the related Group and any other Bank, at such Bank’s option, in such Group, is also to be replaced as a party to this Agreement and all Repurchase Obligations owing to such Bank, the related Issuer and the related Managing Agent are to be repaid in full as they become due pursuant to Section 2.7(c)(iii). The method (whether by assignment or otherwise) of and documentation Each Affected Party agrees that, should it be identified for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable pursuant to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (2.20, upon payment in full of all amounts due and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank Party hereunder (includingand under the other Transaction Documents, without limitation, interest, Facility Fees, compensation it will promptly execute and additional amounts under this Section 6, in each case accrued deliver all documents and instruments reasonably required by the Sellers to assign such Affected Party’s portion of the Purchases to the applicable Replacement Bank. Any such replacement shall not relieve the Sellers of their obligation to reimburse the Affected Party for any such increased costs or taxes incurred through the effective date of such replacement), whereupon each replacement lender shall become . Pending designation of a “Bank” for all purposes of this Agreement having a Commitment in Replacement Bank (and the amount of such Affected Bank’s Commitment assumed by it, related Issuer and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”Managing Agent), the Borrower may request that Sellers may, at their option, instruct the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower andAdministrative Agent, in the case of a lender that is not an existing Bank, acceptable written notice provided to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be Agent, with a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans copy provided to the Excess Bank its portion Affected Party, that all Purchases subsequent to such notice be made only by the Group that does not include such Affected Party. As of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In notice, the case of a lender that was not a Bank prior to the assignment, such lender Maximum Facility Amount shall become a “Bank” for all purposes of this Agreement having a Commitment in be reduced by the amount of the Commitment assumed by it, and such Commitment Bank Commitments of the Excess Bank being assigned shall be terminated upon such effective dateBanks in the Group that includes the Affected Party.

Replacement Banks. (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar Term SOFR Loans or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (ba) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. Within thirty (30) days after (a) So long as no Default any Bank has demanded compensation from the Parent pursuant to Sections 7.7 or 7.8 hereof, or (b) there shall have occurred and be continuing, the Borrower may, at any time, replace a change in law with respect to any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation as a consequence of which it shall have become unlawful for such Bank to make additional Eurodollar or Money Market Loans has been suspended pursuant to a Eurocurrency Rate Loan on any Drawdown Date, as described in Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank 7.6 hereof (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially described in the form of Exhibit I foregoing clauses (a) or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long is hereinafter referred to as no Default shall have occurred and be continuing, if at any time a an "Affected Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”"), the Borrower may request that the Excess Bank assign other Banks (the Excess Amount to one or more "Non-Excess Affected Banks") acquire all, but not less than all, of the Affected Bank's outstanding Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Parent so requests, the Non-Affected Banks so may elect to acquire all or any portion of the Affected Bank's outstanding Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Loans and Commitment, the Parent may designate a replacement bank or banks, which must be satisfactory to the Agent, to acquire and assume that after giving portion of the outstanding Loans and Commitment of the Affected Bank not being acquired and assumed by the Non-Affected Banks. The provisions of Section 20 hereof shall apply to all reallocations pursuant to this Section 7.13, and the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Loans and Commitment of the Affected Bank shall execute and deliver to the Agent, in accordance with the provisions of Section 20 hereof, such Assignments and Acceptances and other instruments, as are required pursuant to Section 20 hereof to give effect to such assignment reallocations; provided, however, the assignor Bank is no longer an Excess Bank and Parent shall be required to pay the assignee Banks are not Excess Banksregistration fee set forth in Section 20.3. A “Any Non-Excess Bank” means a lender (including any Bank) selected by Affected Banks and/or replacement banks which are to acquire the Borrower and, in Revolving Credit Loans and Commitment of the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment Affected Bank shall be a Transfer Supplement substantially in the form deemed to be Eligible Assignees for all purposes of Exhibit I. Upon Section 20 hereof. On the effective date of any assignment under this Section 6.6(b) (the applicable Assignments and as a condition thereto)Acceptances, the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans pay to the Excess Affected Bank all interest accrued on its portion of the Excess Amounts so being assigned (including interestLoans up to but excluding such date, Facility Feesalong with any fees payable to such Affected Bank hereunder up to but excluding such date, compensation and additional including, without limitation, any amounts under this that would have been payable pursuant to Section 6, 7.10 hereof in each case accrued to the effective date of such assignment). In the case of connection with a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective dateprepayment.

Replacement Banks. (a) So long as no Default In the event that any Bank shall have occurred and be continuinggiven notice that it is entitled to claim compensation pursuant to Sections 7.8 or 7.9, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower or shall have given notice of illegality pursuant to Section 6.1 or 6.7 hereof2.10, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereofthe Company, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ with the prior notice to written consent of the Administrative Agent (which shall promptly notify consent will not unreasonably be withheld), may designate a replacement bank to assume the Commitments and the other obligations of such Affected Bank hereunder and under any outstanding Acceptance Participation held by such Bank and each other to purchase the outstanding Committed Loan Note and Bid Loan Note and any outstanding Acceptance Participation and Bid Bankers Acceptance Obligation payable to such Bank and such Bank) that it intends to replace 's rights hereunder and with respect thereto, without recourse upon, or warranty by, or expense to, such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable for a purchase price equal to the Administrative Agent sum of (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwisea) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the aggregate outstanding unpaid principal amount of such Affected Bank’s Commitment assumed by it, Committed Loan Note and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date Bid Loan Note and all of such Affected Bank’s rights any outstanding Acceptance Obligation and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof Bid Bankers Acceptance Obligation payable to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliatesall interest accrued and unpaid thereon, an “Excess Bank” (b) any unpaid Facility Fee payable to such Bank for the period prior to such purchase, (c) the amount that would have been payable to such Bank pursuant to Section 7.3 had such purchase of said Committed Loan Note and such amount in excess of 15% Bid Loan Note constituted a prepayment thereof contemplated by clause (c) of the total Commitments and/or Loansfirst sentence of Section 7.3, (d) the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned Acceptance Commission payable to such Bank upon payment of the related Acceptance Obligation (prorated in the proportion that the number of days in the period from and including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued the date of creation of the related Acceptance to but excluding the date of the purchase of such Acceptance Participation bears to the effective number of days in the period from and including the date of creation of the related Acceptance to but excluding the date of the maturity of the related Acceptance), (e) the face amount of any outstanding Bid Bankers Acceptance created and discounted by such assignmentBank less unearned discount thereon (as reasonably determined by such Bank). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in and (f) the amount that would have been payable to such Bank pursuant to Section 7.3 had such purchase of said Bid Bankers Acceptance constituted a prepayment thereof contemplated by clause (c) of the Commitment assumed by it, and such Commitment first sentence of the Excess Bank being assigned shall be terminated upon such effective dateSection 7.

Replacement Banks. If (a) So a Lender requests compensation from the ----------------- Borrower pursuant to Section 4.01, (b) it becomes unlawful for a Lender to make ------------- Eurodollar Rate Loans as set forth in Section 4.03 or (c) a Lender refuses or ------------ otherwise fails to consent to any waiver, amendment or other modification of any Loan Document which (i) requires the written consent of more than the Required Lenders under Section 12.06 and (ii) has been approved in writing by the ------------- Required Lenders, then so long as no there does not then exist any Default shall have occurred and be continuingor Event of Default, the Borrower may, at in its sole discretion, on ten (10) Business Days' prior written notice to the Agent and any timesuch Lender described in clauses (a), replace any Bank that has requested compensation from the Borrower (b) or (c) above, cause such Lender to (and such Lender shall) assign, pursuant to Section 6.1 or 6.7 hereof12.01, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s its rights and obligations under this ------------- Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected Eligible Assignee designated by the Borrower and, in the case of which is willing to become a lender that is not an existing Bank, acceptable Lender for a purchase price equal to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the outstanding principal amount of the Commitment assumed by itLoans and Reimbursement Obligations payable to such Lender plus any accrued but unpaid interest on such Loans and Reimbursement Obligations, any accrued but unpaid fees payable hereunder to such Lender and any other amount payable to such Commitment of the Excess Bank being assigned Lender under this Agreement; provided, however, that any expenses or other -------- ------- amounts which would be owing to such Lender pursuant to any indemnification provision hereof (including, if applicable, Section 4.05) shall be terminated upon payable by ------------ the Borrower as if the Borrower had prepaid the Loans of such effective dateLender rather than such Lender having assigned its interest hereunder. The Borrower or the assignee shall pay the applicable processing fee under Section 12.01. This Section 4.07 ------------- shall not be applicable to the Swing Line Lender and Floating Eurodollar Rate Swing Line Loans.

Replacement Banks. Within thirty (a30) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace days after any Bank that has requested demanded compensation from the Borrower pursuant to Section 6.1 §§6.6, 6.7 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank 6.8 hereof (any such Bank being herein called described in the foregoing clause is hereinafter referred to as an “"Affected Bank”"), the Borrower may request that the other Banks (the "Non-Affected Banks") by giving acquire all but not less than 10 Business Days’ prior notice all of the Affected Bank's outstanding Loans and assume all, but not less than all of the Affected Bank's Commitment. If the Borrower so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Loans and Commitment, the Borrower may designate a replacement bank or banks (which must be an Eligible Assignee), which must be reasonably satisfactory to the Administrative Agent (which shall promptly notify such Agent, to acquire and assume that portion of the outstanding Loans and Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent)Non-Affected Banks. The method (whether by assignment or otherwise) provisions of §20 hereof shall apply to all reallocations pursuant to this §6.12, and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Loans and Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of §20 hereof, such replacement). Upon the effective date of any replacement under this Section 6.6(a) (Assignments and Acceptances and other instruments, as a condition thereto)are required pursuant to §20 hereof to give effect to such reallocations; provided, however, the Borrower shall, or shall cause the replacement lender(s) toassignee Bank, pay the registration fee set forth in §20.3. On the effective date of the applicable Assignments and Acceptances, the Borrower shall pay to the Affected Bank being replaced all interest accrued on its Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (up to but excluding such date, including, without limitation, interest, Facility Fees, compensation and additional any amounts under this Section 6, that would have been payable pursuant to §6.10 hereof in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become connection with a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)prepayment. (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, 6.5 hereof or any Bank that becomes and is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I “C” or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) 6.4 (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Undrawn Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacementreplacement subject to, in the case of a Defaulting Bank, Section 2.12), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment Commitments in the amount of such Affected Bank’s Commitment Commitments assumed by it, and such Commitment Commitments of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.56.3, 6.7 6.5 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long as no Default shall have occurred and be continuing. For greater certainty, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case replacement of a lender that is not an existing Bank, acceptable Bank (whether a Defaulting Bank or otherwise) pursuant to this Section 6.4 shall be in compliance with and subject to the Administrative Agent (which shall not unreasonably withhold its consentterms and provisions in Section 13.5(c). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. Within 30 days after (a) So long as no Default any Bank has demanded compensation from the Borrowers pursuant to either Section Section 5.7 or 5.8 hereof, or (b) the Borrowers are required to make a deduction or withholding for the account of any Bank pursuant to Section 5.3.2(c) hereof, or (c) there shall have occurred and be continuing, the Borrower may, at any time, replace a change in law with respect to any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation as a consequence of which it shall have become unlawful for such Bank to make additional Eurodollar a Loan on the date of any applicable borrowing, as described in Section 12.2 hereof or Money Market Loans has been suspended pursuant to Section 6.1(b(d) or 6.3 hereof, or any Bank that is becomes a Defaulting Delinquent Bank (any such Bank being herein called described in the foregoing clauses (a), (b), (c) or (d) is hereinafter referred to as an “"Affected Bank”) by giving "), the Borrowers may request that the Non-Affected Banks acquire all, but not less than 10 Business Days’ prior notice all, of the Affected Bank's outstanding Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Borrowers so request, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire all of the Affected Banks outstanding Loans and Commitment, the Borrowers shall have the right to designate a replacement bank or banks, which must be reasonably satisfactory to the Administrative Agent (which shall promptly notify such Agent, to acquire and assume that portion of the outstanding Loans and Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent)Non-Affected Banks. The method (whether by assignment or otherwise) provisions of Section 19 hereof shall apply to all reallocations pursuant to this Section 5.13, and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Loans and Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of Section 19 hereof, such replacement)Assignments and Acceptances and other instruments, including, without limitation, Notes, as are required pursuant to Section 19 hereof to give effect to such reallocations. Upon On the effective date of any replacement under this Section 6.6(a) (the applicable Assignment and as a condition thereto)Acceptances, the Borrower shall, or Borrowers shall cause the replacement lender(s) to, pay to the Affected Bank being replaced all interest accrued on its Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued up to the effective date of but excluding such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. Upon the election of any Affected Party to request reimbursement by the Borrower for increased costs under Sections 2.16 or 2.17 or for compensation in respect of withholding taxes under Section 2.19, the Borrower may, upon prior written notice to the Administrative Agent and such Affected Party, seek a replacement Bank to whom such additional costs or taxes shall not apply and which shall be reasonably satisfactory to the Administrative Agent (a) So long a "Replacement Bank"); provided, however, that the Borrower may not seek a replacement for a Managing Agent, in its capacity as no Default a Bank, unless the Issuer in the related Group and any other Bank, at such Bank's option, in such Group, is also to be replaced as a party to this Agreement and all Obligations owing to such Bank, the related Issuer and the related Managing Agent are to be repaid in full as they become due pursuant to Section 2.7(c)(iii). Each Affected Party agrees that, should it be identified for replacement pursuant to this Section 2.20, upon payment in full of all amounts due and owing to such Affected Party hereunder and under the other Transaction Documents, it will promptly execute and deliver all documents and instruments reasonably required by the Borrower to assign such Affected Party's portion of the Borrowings to the applicable Replacement Bank. Any such replacement shall have occurred not relieve the Borrower of its obligation to reimburse the Affected Party for any such increased costs or taxes incurred through the effective date of such replacement. Pending designation of a Replacement Bank (and be continuingthe related Issuer and Managing Agent), the Borrower may, at any timeits option, replace any Bank that has requested compensation from instruct the Borrower pursuant to Section 6.1 or 6.7 hereofAdministrative Agent, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is in a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior written notice provided to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank Agent, with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable copy provided to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto)Party, the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing that all Advances subsequent to such notice be made only by the Group that does not include such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to Party. As of the effective date of such replacement)notice, whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced Maximum Facility Amount shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected reduced by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment Bank Commitments of the Excess Bank being assigned shall be terminated upon such effective dateBanks in the Group that includes the Affected Party.

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested demanded compensation from the Borrower pursuant to Section 6.1 (S)(S)5.7 or 6.7 5.8 hereof, or whose obligation (b) there shall have occurred a change in law with respect to any Bank as a consequence of which it shall have become unlawful for such Bank to make additional a Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereofRate Loan on any Drawdown Date, or any Bank that is a Defaulting Bank as described in (S)5.6 hereof (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially described in the form of Exhibit I foregoing clauses (a) or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long is hereinafter referred to as no Default shall have occurred and be continuing, if at any time a an "Affected Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”"), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Affected Banks acquire all, but not less than all, of the Affected Bank's outstanding Revolving Credit Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Borrower so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Revolving Credit Loans and Commitment, the Borrower may designate a replacement bank or banks, which must be satisfactory to the Agent, to acquire and assume that after giving portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank not being acquired and assumed by the Non-Affected Banks. The provisions of (S)19 hereof shall apply to all reallocations pursuant to this (S)5.12, and the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall execute and deliver to the Agent, in accordance with the provisions of (S)19 hereof, such Assignments and Acceptances and other instruments, including, without limitation, Revolving Credit Notes, as are required pursuant to (S)19 hereof to give effect to such assignment reallocations. Any Non- Affected Banks and/or replacement banks which are to acquire the assignor Revolving Credit Loans and Commitment of the Affected Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form deemed to be Eligible Assignees for all purposes of Exhibit I. Upon (S)19 hereof. On the effective date of any assignment under this Section 6.6(b) (the applicable Assignments and as a condition thereto)Acceptances, the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans pay to the Excess Affected Bank all interest accrued on its portion of the Excess Amounts so being assigned (including interestRevolving Credit Loans up to but excluding such date, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued along with any fees payable to the effective date of such assignment). In the case of a lender that was not a Affected Bank prior hereunder up to the assignment, but excluding such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.

Replacement Banks. (a) So long as no Default shall have occurred and be continuing, the Borrower may, If at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ time prior notice to the Administrative Agent (which shall promptly notify such Affected Revolving Credit Termination Date a Bank and each other Bank) determines that it intends does not desire to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and continue as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay party to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and has not obtained an assignee lender to which all of such Affected Bank’s its rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1“Rights and Obligations”) may be assigned, 6.5, 6.7 and 13.3 hereof subject to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, being reasonably acceptable to the Administrative Company, pursuant to Section 11.17(a) hereof, such Bank shall promptly give written notice thereof to the Agent. Upon receipt of any such notice, the Agent (shall notify the Company and advise all of the other Banks of such notice and, subject to the Company’s consent which shall not unreasonably withhold its consent)be withheld, all of such other Banks, including the Agent, shall have the right, but not the obligation, to assume a portion of such assigning Bank’s Rights and Obligations hereunder. The method Any Bank desiring to assume a portion of such assigning Bank’s Rights and documentation for Obligations hereunder shall, within such assignment shall be a Transfer Supplement substantially reasonable period as determined by the Agent, so advise the Agent in writing of the form aggregate amount of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (assigning Bank’s Rights and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, Obligations hereunder that it desires to assume, but in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of no event shall such assignment)aggregate amount be less than $3,000,000. In the case event the total of a lender that was not a all aggregate amounts of such Rights and Obligations desired to be assumed by the other Banks exceeds the total amount of the Revolving Credit Commitment of the assigning Bank prior hereunder, the Agent shall allocate the assigning Bank’s Rights and Obligations hereunder to the assignment, other Banks which advised the Agent of their desire to assume a portion of such lender shall become Rights and Obligations on a “Bank” for all purposes of this Agreement having a Commitment in pro rata basis determined by multiplying the amount of the assigning Bank’s Revolving Credit Commitment by fractions for each of such other Banks, the numerator of which for each such other Bank shall be the amount of such Bank’s Revolving Credit Commitment and the denominator of which shall be $100,000,000 minus the amount of the assigning Bank’s Revolving Credit Commitment. In the event that the other Banks desire to assume less than all of the assigning Bank’s Rights and Obligations hereunder, the Agent shall, in good faith, promptly seek one or more lenders which are not Banks, but which must be reasonably acceptable to the Company, to assume such remaining Rights and Obligations. The assignment of the assigning Bank’s Rights and Obligations pursuant to this Section 11.17(b) shall be made pursuant to the provisions of Section 11.17(a); provided, however, the assigning Bank, instead of the assignee lender, shall pay to the Agent an aggregate processing and recordation fee of $4,000 and any out-of-pocket attorney’s fees incurred in connection with the Assignment Agreement or Agreements for assignee lenders which are already Banks which are a party to this Agreement. Nothing stated in this Section 11.17(b) shall require the Agent to obtain an assignee lender to assume all of the assigning Bank’s Rights and Obligations 87 hereunder not assumed by it, the other Banks or release the assigning Bank from any of its Rights and such Commitment of the Excess Bank being assigned shall be terminated upon such effective dateObligations hereunder until an Assignment Agreement or Agreements have been executed pursuant to Section 11.17(a) with respect thereto.”

Replacement Banks. (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). (b) So long as no Default shall have occurred and be continuing, if at any time a Bank, together with its Affiliates, holds more than 15% of the total Commitments and/or Loans (any such Bank, together with its Affiliates, an “Excess Bank” and such amount in excess of 15% of the total Commitments and/or Loans, the “Excess Amount”), the Borrower may request that the Excess Bank assign the Excess Amount to one or more Non-Excess Banks so that after giving effect to such assignment the assignor Bank is no longer an Excess Bank and the assignee Banks are not Excess Banks. A “Non-Excess Bank” means a lender (including any Bank) selected by the Borrower and, in the case of a lender that is not an existing Bank, acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method of and documentation for such assignment shall be a Transfer Supplement substantially in the form of Exhibit I. Upon the effective date of any assignment under this Section 6.6(b) (and as a condition thereto), the Borrower shall cause the Non-Excess Bank to, assume, in the case of Commitments, and pay, in the case of Loans to the Excess Bank its portion of the Excess Amounts so being assigned (including interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such assignment). In the case of a lender that was not a Bank prior to the assignment, such lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of the Commitment assumed by it, and such Commitment of the Excess Bank being assigned shall be terminated upon such effective date.assignee