Common use of Replacement of Banks Clause in Contracts

Replacement of Banks. If any Bank requests compensation under Section 4.02, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, then the Co-Borrowers may, at their sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent of such outstanding principal and accrued interest and fees); (b) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.01, such assignment will result in a reduction in such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.02Sections 3.6(a) through 3.6(e), or if any Co-(b) the Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.013.10, or in connection with (c) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, (d) any Non-Consenting Bank or (e) any other circumstance exists hereunder that gives the Borrower the right to replace a Bank as a party hereto, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0811.8), and such Bank shall assign within 5 Business Days after the date of such notice, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8(b); (b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.033.6(f) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and including all amounts due to such Bank under Sections 3.10, 11.3, 11.6(e) and 11.10, but subject to the provisions of clause (c) below); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 Sections 3.6(a) through 3.6(e) or payments required to be made pursuant to Section 4.013.10, such assignment will result in a reduction in such compensation or payments thereafter; and (cd) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation under Section 4.023.01 or Section 3.07, if any Bank requests repayment under Section 3.05, or if any Co-the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.013.03 and, in each case, such Bank has declined or is unable to designate a different lending office in connection accordance with Section 3.01(b) or 3.07, if any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting BankBank or a Non-Consenting Bank or if such Bank fails to revoke its request for repayment under Section 3.05, then the Co-Borrowers may, at their sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01, Section 3.05, Section 3.07 or Section 3.02) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (ai) Such the Borrowers shall have paid to the Agent the assignment fee (if any) specified in Section 10.10; (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.033.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 3.01, Section 3.07 or payments required to be made pursuant to Section 4.013.02 or Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; and; (civ) such assignment does not conflict with applicable Lawslaw; and (v) in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower the Borrowers to require such assignment and delegation cease to apply.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.022.9 (Increased Costs) or asserts, or if any Co-pursuant to Section 2.9(d) that it is unlawful for such Bank to make Eurodollar Rate Loans, (b) the Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.012.11 (Taxes), (c) any Bank defaults in its obligation to fund Loans hereunder, or in connection with any proposed amendment, modification, termination, waiver or consent (d) with respect to of any Bank that does not approve any amendment or waiver of any provision of any Loan Document that requires the unanimous consent of all of the provisions hereof as contemplated Banks pursuant to Section 11.1 (Amendments; Waivers, Etc.), if such amendment or waiver is agreed to by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting BankRequired Banks, then the Co-Borrowers Borrower may, at their its sole expense and effortexpense, upon prior notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, in Section 11.14 (Sale and consents required by, Section 10.08Assignment)), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) to the extent required under Section 11.14 (Sale and Assignment), provided that: the Borrower shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, (aii) Such such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees); ) or the Borrower (bin the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 2.9 (Increased Costs) or payments required to be made pursuant to Section 4.012.11 (Taxes), such assignment will result in a reduction in such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Lawspayments. A Bank shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. (a) If at any time the Obligations of the Borrowers shall have increased, or will increase, as the result of occurrences, as to any one or more Banks, as described in Sections 1.10 (other than Section 1.10(f)), 1.11, 1.13(h) or 3.04 and such increase can be avoided or minimized if such Banks were no longer Banks hereunder, the Company shall have the right to replace such Banks with another Person; provided that (a) no Event of Default shall have occurred and be continuing; (b) such increased costs shall not be generally charged by the other Banks hereunder; (c) such new Person is of one of the types discussed in Section 11.04(b)(A) (other than the requirement therein that consents be given) and such new Person shall execute an Assignment and Assumption Agreement substantially in the form of Exhibit I-2; and (d) neither the Administrative Agent nor any Bank requests compensation under shall have any obligation to find such other Person. (b) If at any time the U.K. Swingline Bank notifies the U.K. Borrower that the Swingline Expiry Date for the U.K. Swingline Loans will not be extended (as provided in the definition of Swingline Expiry Date), the Company and the U.K. Borrower shall have the right to replace the U.K. Swingline Bank with another Person; provided that (a) no Event of Default shall have occurred and be continuing; (b) such new Person is of one of the types discussed in Section 4.02, or if any Co-Borrower is required to pay any additional amount to 11.04(b)(A) (other than the requirement therein that consents be given) and such new Person shall execute an Assignment and Assumption Agreement substantially in the form of Exhibit I-2; and (c) neither the Administrative Agent nor any Bank shall have any obligation to find such other Person. (c) Each Bank agrees to its replacement at the option of the Company pursuant to Section 1.17(a) or any Governmental Authority (b), as the case may be, and in accordance with Section 11.04(b)(A) (except to the extent inconsistent with this Section 1.17); provided that the successor Bank shall purchase without recourse (except as to matters of title) such replaced Bank's interest in the Obligations of the Borrowers and shall assume such replaced Bank's Commitments hereunder for cash in an aggregate amount equal to the aggregate unpaid principal of such Obligations, all unpaid interest accrued thereon, all unpaid commitment and other fees accrued for the account of such replaced Bank, any breakage costs incurred by the replaced Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any because of the provisions hereof as contemplated by Section 10.01, the consent repayment of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, then the Co-Borrowers may, at their sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such Bank shall have received payment of an amount equal to the outstanding principal of its Reserve Adjusted Eurodollar Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable then owing to it hereunder and such replaced Bank under the this Agreement or any other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent of such outstanding principal and accrued interest and fees); (b) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.01, such assignment will result in a reduction in such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to applyCredit Document.

Replacement of Banks. If any Bank requests shall request compensation under Section 4.028.03, or seek reimbursement for Taxes pursuant to Section 2.12, or if any Co-Borrower is Bank becomes a Defaulting Bank or shall not be required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any fund Term SOFR Loans as a result of the provisions hereof as contemplated by operation of Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank8.02, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, (i) terminate the Commitment of such Bank and repay in full all principal of and accrued interest on the Loans of such Bank, and all accrued fees and other amounts then owing by the Borrower to such Bank hereunder, in each case without any obligation to terminate any Commitment, or prepay any Loan, of any other Bank, it being understood and agreed that from and after the effectiveness of any such termination and repayment, such Bank shall be deemed to no longer be a “Bank” hereunder or a party hereto, provided that any such Bank shall retain the benefit of indemnification and other provisions hereof which, by the terms hereof, would survive a termination of this Agreement, provided, further, that if, after giving effect to such termination and repayment, the aggregate outstanding principal amount of all Loans shall exceed the Total Revolving Credit Commitment then in effect, then the Borrower shall, concurrently with such termination and repayment, prepay, in accordance with Section 2.10, one or more Borrowings in an amount necessary to eliminate such excess, or (ii) require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.089.07), all of its interests, rights and obligations under this Agreement and the related other Loan Documents to an assignee Assignee that shall assume such obligations (which assignee Assignee may be another Bank, if a Bank accepts such assignment), provided that:, in the case of clause (ii): (a) Such the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.07; (b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereonLoans, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent of such outstanding principal and accrued interest and fees)Assignee; (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 8.03 or payments required to be made pursuant to Section 4.012.12, such assignment will shall result in a reduction in such compensation or payments thereafter; and (cd) such assignment does shall not conflict with applicable Lawslaw. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If (i) any Bank requests compensation under Section 4.0213.3, (ii) the obligation of any Bank to make Eurodollar Loans or if any Co-continue Loans as Eurodollar Loans has been suspended pursuant to Section 13.4, (iii) Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.0113.5 and, in each case, such Bank has declined or is unable to designate a different lending office in accordance with Section 13.7(a), or in connection with (iv) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank or a Non-Consenting Bank, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0814.8), all of its interests, rights (other than its existing rights to payments pursuant to Section 13.3 or Section 13.5) and obligations under this Agreement and the related Loan Documents Papers to an eligible assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (ai) Such Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 14.8; (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advancesparticipations in Letter of Credit Exposure, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents Papers (including any amounts under Section 4.033.3) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 13.3 or payments required to be made pursuant to Section 4.0113.5, such assignment will result in a reduction in such compensation or payments thereafter; and; (civ) in the case of any such assignment resulting from the suspension of an obligation to make Eurodollar Loans or continue Loans as Eurodollar Loans under Section 13.4, such assignment will result in a resumption of such obligation in whole or in part; (v) such assignment does not conflict with applicable LawsLaw; and (vi) in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to apply. Notwithstanding the foregoing, a Bank shall not be required to make any such assignment and delegation if such Bank is a Secured Hedge Provider with any outstanding Hedge Transaction with any Credit Party (to the extent obligations under such Hedge Transactions constitute Obligations), unless on or prior thereto, all such Hedge Transactions have been terminated or novated to another Person and such Bank (or its Affiliate) shall have received payment of all amounts, if any, payable to it in connection with such termination or novation. If any Bank refuses, pursuant to the previous sentence, to make any such assignment and delegation, such Bank shall give all reasonable cooperation to Borrower to effect such termination or novation of such Hedge Transactions.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.022.9 (Increased Costs) or asserts, or if any Co-pursuant to Section 2.9(d) that it is unlawful for such Bank to make Eurodollar Rate Loans, (b) the Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.012.11 (Taxes), (c) any Bank defaults in its obligation to fund Loans hereunder, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or (d) with respect to any Bank during that does not approve any amendment or waiver of any provision of any Loan Document that requires the unanimous consent of all of the Banks pursuant to Section 12.1 (Amendments; Waivers, Etc.), if such time as such Bank amendment or waiver is a Defaulting Bankagreed to by the Required Banks, then the Co-Borrowers Borrower may, at their its sole expense and effortexpense, upon prior notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, in Section 12.14 (Sale and consents required by, Section 10.08Assignment)), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) to the extent required under Section 12.14 (Sale and Assignment), provided that: the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (aii) Such such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees); ) or the Borrower (bin the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 2.9 (Increased Costs) or payments required to be made pursuant to Section 4.012.11 (Taxes), such assignment will result in a reduction in such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Lawspayments. A Bank shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation under Section 4.023.01 or Section 3.07, or if any Co-Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, 3.07 or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to if any Bank during such time as such is a Non-Consenting Bank or if any Bank is a Defaulting Bank, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0810.10), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01, Section 3.07 or Section 3.02) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (ai) Such Borrower shall have paid to the Agent the assignment fee (if any) specified in Section 10.10; (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.033.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 3.01, Section 3.07 or payments required to be made pursuant to Section 4.013.02, such assignment will result in a reduction in such compensation or payments thereafter; and; (civ) such assignment does not conflict with applicable Lawslaw; and (v) in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank or a Defaulting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.02Sections 3.7 or 3.8, or if (b) any Co-Borrower is required to pay any additional amount amounts to any Bank or any Governmental Authority Agency for the account of any Bank pursuant to Section 4.013.12, (c) any Bank is a Defaulting Bank or in connection with (d) any proposed Bank fails to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof as contemplated by Section 10.01, the consent of Loan Document in which the Majority Banks shall have been obtained already consented to such amendment, waiver or modification but the consent of one each Bank (or more of such other Banks whose consent each Bank directly affected thereby, as applicable) is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bankthereto, then the Co-Borrowers Company may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0813.9(b)), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank that is not a Defaulting Bank, if a such Bank accepts such assignment), ; provided that: (a1) Such the Administrative Agent shall have received the assignment fee (if any) specified in Section 13.9(b); (2) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.033.8(c)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); (b3) in the case of any such assignment resulting from a claim for compensation under Section 4.02 3.8(c) or payments required to be made pursuant to Section 4.013.12, such assignment will result in a reduction in such compensation or payments thereafter; and; (c4) such assignment does not conflict with applicable Lawslaw; and (5) in the case of any assignment pursuant to clause (d) of this Section 3.19, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower the Company to require such assignment and delegation cease to apply.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.02‎4.02, or if any Co-Borrower (b) the Company is required to pay any additional amount amounts to any Bank or any Governmental Authority governmental authority for the account of any Bank pursuant to Section 4.01‎4.05, or in connection with (c) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, (d) any Bank is a Non-Extending Bank, (e) any Bank does not approve any consent, waiver or amendment that (x) requires the approval of all Banks or all affected Banks in accordance with the terms of Section ‎10.01 and (y) has been approved by the Majority Banks (a “Non-Consenting Bank”) or (f) any Bank is not an Eligible Bank, then the Co-Borrowers Company may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08‎10.06(b)), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee Eligible Bank that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (ai) Such the Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section ‎10.06(b)(v); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans Advances and L/C Advancesfunded participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03‎10.04(c)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 ‎4.02 or payments required to be made pursuant to Section 4.01‎4.05, such assignment will result in a reduction in such compensation or payments thereafter; and; (civ) such assignment does not conflict with applicable Lawslaw; (v) in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent; and (vi) in the case of any assignment resulting from a Bank becoming a Non-Extending Bank, the applicable assignee shall be a Continuing Bank. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower the Company to require such assignment and delegation cease to apply.

Replacement of Banks. If any the Borrower is entitled to replace a Bank requests compensation under pursuant to the provisions of Section 4.022A.1(c), Section 8.6 or Section 10.5 or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank or a Non‑Consenting Bank, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0810.6), all of its interests, rights (other than its existing rights to payments pursuant to Section 2A.6, 8.3 and 8.4) and obligations under this Agreement and the related Loan Credit Documents to an assignee Eligible Transferee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.6(c); (b) such Bank shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C AdvancesUnpaid Drawings, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Credit Documents (including any amounts under Section 4.032.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 2A.1(c) or 8.3 or payments required to be made pursuant to Section 4.018.4, such assignment will result in a reduction in such compensation or payments thereafter; and; (cd) such assignment does not conflict with applicable Lawslaws; and (e) in the case of an assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.022.9 (Increased Costs) or asserts, or if any Co-pursuant to Section 2.9(e) that it is unlawful for such Bank to make Loans the interest on which is determined by reference to the Eurodollar Rate, (b) the Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.012.11 (Taxes), or in connection with (c) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, or (d) with respect of any Bank that does not approve any amendment or waiver of any provision of any Loan Document that requires the unanimous consent of all of the Banks pursuant to Section 11.1 (Amendments; Waivers, Etc.), if such amendment or waiver is agreed to by the Required Banks, then the Co-Borrowers Borrower may, at their its sole expense and effortexpense, upon prior notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, in Section 11.14 (Sale and consents required by, Section 10.08Assignment)), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) to the extent required under Section 11.14 (Sale and Assignment), provided that: the Borrower shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, (aii) Such such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees); ) or the Borrower (bin the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 2.9 (Increased Costs) or payments required to be made pursuant to Section 4.012.11 (Taxes), such assignment will result in a reduction in such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Lawspayments. A Bank shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. (a) If any Bank requests compensation under Section 4.028.03, or if the obligation of any Bank to make Euro-Dollar Loans has been suspended pursuant to Section 8.02, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, or if any Bank is a Non-Extending Bank for any extension of the Termination Date, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegatedelegate without unreasonable delay, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.089.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (ai) Such the Borrower shall have paid to the Agent the assignment fee specified in Section 9.06(c) (except as otherwise provided herein); provided that any Defaulting Bank shall pay to the Agent the assignment fee specified in Section 9.06(c); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.032.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation by a Bank under Section 4.02 or payments required to be made pursuant to Section 4.018.03, such assignment will result in a reduction in such compensation or payments that would otherwise result thereafter; and (civ) such assignment does not conflict with applicable Lawslaws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. (b) In the event any Bank fails to approve any amendment, waiver or consent requested by the Borrower pursuant to Section 9.05 that has received the written approval of not less than the Required Banks but also requires the approval of such Bank (any such Bank, a “Restricted Bank”), so long as no Default or Event of Default shall have occurred and be continuing and the Borrower has obtained a commitment (in an amount not less than the entire amount of such Restricted Bank’s Commitment) from one or more Banks or Assignees to become a Bank for all purposes hereunder (such Bank or Banks referred to as the “Replacement Bank”), the Borrower may cause such Restricted Bank to be replaced by, and to assign all its rights and obligations under this Agreement (including its Commitment and its outstanding Loans) pursuant to Section 9.06 to, such Replacement Bank. Such Restricted Bank agrees to execute and to deliver to the Agent one or more Assignment and Assumption Agreements with such Replacement Bank as provided in Section 9.06 upon payment at par of all principal, accrued interest, accrued fees and other amounts accrued or owing under this Agreement to such Restricted Bank, and such Replacement Bank shall pay to the Agent the assignment fee specified in Section 9.06(c) in connection with such assignment. The Restricted Bank making such assignment will be entitled to compensation for any expenses or other amounts which would be owing to such Restricted Bank pursuant to any indemnification provision hereof (including, if applicable, Section 2.12) as if the Borrower had prepaid the Loans of such Bank (and terminated its Commitment, if applicable) rather than such Restricted Bank having assigned its interest hereunder. (c) In each case of clause (a) and (b) above, the Agent shall distribute an amended schedule of Commitments, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Banks and adjustments of their respective Commitments and/or shares thereof resulting from any such replacement. (d) This section shall supersede any provision in Section 9.05 to the contrary.

Replacement of Banks. If (i) any Bank or any participant of such Bank requests compensation under Section 4.028.03, or (ii) if any Co-the Borrower is required to pay any additional amount to any Bank or any Governmental Authority participant of such Bank or any governmental authority for the account of any Bank or any participant of such Bank pursuant to Section 4.018.04, or in connection with (iii) if such Bank has failed to consent to any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, hereunder requiring the consent of all Banks or all Banks directly affected thereby as to which the Majority Required Banks shall or the majority of Banks directly affected thereby have been obtained but the given their consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such (iv) a Bank is a Defaulting Bank (each, a “Non-Consenting Bank”) or if any other circumstance exists hereunder that gives the Borrower the right to replace a Bank as a party hereto, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0810.06), all of its interests, rights and obligations under this Agreement and the related Loan Financing Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the Borrower shall have paid to the Agent the assignment fee specified in Section 10.06(c); (b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Financing Documents (including any amounts under Section 4.032.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 8.03 or payments required to be made pursuant to Section 4.018.04, such assignment will result in a reduction in such compensation or payments thereafter; and (cd) such assignment does not conflict with applicable Lawslaws or guidelines, directed duties or requests of, or agreements with, any governmental authority (whether or not having the force of law). A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. If the Borrower elects to exercise its rights with respect to a Non-Consenting Bank pursuant to clause (iii) above, then it must exercise such rights with respect to all but not less than all such Non-Consenting Banks. Each Bank agrees that, if it becomes a Non-Consenting Bank, it shall execute and deliver to the Agent an Assignment an Assumption to evidence such sale and purchase and shall deliver to the Agent any Note (if the assigning Bank’s Loans are evidenced by Notes) subject to such Assignment and Assumption; provided, however, that the failure of any Non-Consenting Bank to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Replacement of Banks. If (i) any Bank requests compensation under Section 4.02Sections 3.6, 3.9 or if any Co-Borrower is 3.12, (ii) the Borrowers are required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.013.11, (iii) a Bank (a “Non-Consenting Bank”) does not consent to a proposed change, waiver, discharge or in connection with any proposed amendment, modification, termination, waiver or consent termination with respect to any of Credit Document that has been approved by the provisions hereof Required Banks as contemplated by provided in Section 10.01, the 11.6 but requires unanimous consent of the Majority all Banks shall have been obtained but the consent of one or more of such other all Banks whose consent is required shall not have been obtaineddirectly affected thereby (as applicable), or with respect to (iv) any Bank during such time as such is a Non-Extending Bank or (v) any Bank is a Defaulting Bank, then the Co-Borrowers may, at their sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0811.3), all of its interests, rights and obligations under this Credit Agreement and the related Loan Credit Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.3; (b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C LOC Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Credit Documents (including any amounts under Section 4.033.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 3.12 or payments required to be made pursuant to Section 4.013.11, such assignment will result in a reduction in such compensation or payments thereafter; and; (cd) such assignment does not conflict with applicable Laws; and (e) in the case of any such assignment resulting from a Non-Consenting Bank’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Credit Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Bank to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Non-Consenting Bank and the mandatory assignment of such Non-Consenting Bank’s Commitments and outstanding Loans and participations in LOC Obligations and Swingline Loans pursuant to this Section 11.18 shall nevertheless be effective without the execution by such Non-Consenting Bank of an Assignment and Assumption. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower the Borrowers to require such assignment and delegation cease to apply.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.0213.3, (b) the obligation of any Bank to make Eurodollar Loans or if any Co-continue Loans as Eurodollar Loans has been suspended pursuant to Section 13.4, (c) Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.0113.5 or Section 13.6, or in connection with (d) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting BankBank or (e) any Bank has voted against an amendment, modification or waiver of any provision of this Agreement proposed by Borrower, which proposed amendment, modification or waiver (i) was approved by Banks representing no less than 90% of the aggregate Commitments (or, following termination or expiration of the Commitments, the Outstanding Revolving Credit) but (ii) required the approval of all Banks and did not get such approval, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 10.08), 14.8(d) all of its interests, rights and obligations under this Agreement at par (plus all accrued and the related Loan Documents unpaid interest and fees) to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided, provided that: (a) Such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent of such outstanding principal and accrued interest and fees); (b) that in the case of any such assignment resulting from a claim request for compensation under Section 4.02 13.3, the suspension of an obligation to make Eurodollar Loans or payments required to be made pursuant to continue Loans as Eurodollar Loans under Section 4.0113.4, or the requirement that Borrower pay any additional amount under Section 13.5 or Section 13.6, such assignment will result in a reduction of such compensation, a resumption of such obligation in whole or in part, or the reduction of such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior theretopayments, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to applyapplicable.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.0213.3, (b) the obligation of any Bank to make Eurodollar Loans or if any Co-continue Loans as Eurodollar Loans has been suspended pursuant to Section 13.4, (c) Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.0113.5, or in connection with (d) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting BankBank or (e) any Bank has voted against an amendment, modification or waiver of any provision of this Agreement proposed by Borrower, which proposed amendment, modification or waiver (i) was approved by Banks representing no less than 90% of the aggregate Commitments (or, following termination or expiration of the Commitments, the Outstanding Revolving Credit) but (ii) required the approval of all Banks and did not get such approval, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 10.0814.8(c), ) all of its interests, rights and obligations under this Agreement at par (plus all accrued and the related Loan Documents unpaid interest and fees) to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided, provided that: (a) Such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent of such outstanding principal and accrued interest and fees); (b) that in the case of any such assignment resulting from a claim request for compensation under Section 4.02 13.3, the suspension of an obligation to make Eurodollar Loans or payments required to be made pursuant to continue Loans as Eurodollar Loans under Section 4.0113.4, or the requirement that Borrower pay any additional amount under Section 13.5, such assignment will result in a reduction of such compensation, a resumption of such obligation in whole or in part, or the reduction of such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior theretopayments, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to applyapplicable.

Replacement of Banks. If (i) any Bank requests compensation under Section 4.0213.3, (ii) the obligation of any Bank to make SOFR Loans or if any Co-continue Loans as SOFR Loans has been suspended pursuant to Section 13.4, (iii) Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.0113.5 and, in each case, such Bank has declined or is unable to designate a different lending office in accordance with Section 13.7(a), or in connection with (iv) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank or a Non-Consenting Bank, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0814.8), all of its interests, rights (other than its existing rights to payments pursuant to Section 13.3 or Section 13.5) and obligations under this Agreement and the related Loan Documents Papers to an eligible assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (ai) Such Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 14.8; (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advancesparticipations in Letter of Credit Exposure, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents Papers (including any amounts under Section 4.033.3) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 13.3 or payments required to be made pursuant to Section 4.0113.5, such assignment will result in a reduction in such compensation or payments thereafter; and; (civ) in the case of any such assignment resulting from the suspension of an obligation to make SOFR Loans or continue Loans as SOFR Loans under Section 13.4, such assignment will result in a resumption of such obligation in whole or in part; (v) such assignment does not conflict with applicable LawsLaw; and (vi) in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to apply. Notwithstanding the foregoing, a Bank shall not be required to make any such assignment and delegation if such Bank is a Secured Hedge Provider with any outstanding Hedge Transaction with any Credit Party (to the extent obligations under such Hedge Transactions constitute Obligations), unless on or prior thereto, all such Hedge Transactions have been terminated or novated to another Person and such Bank (or its Affiliate) shall have received payment of all amounts, if any, payable to it in connection with such termination or novation. If any Bank refuses, pursuant to the previous sentence, to make any such assignment and delegation, such Bank shall give all reasonable cooperation to Borrower to effect such termination or novation of such Hedge Transactions.

Replacement of Banks. (a) If any Bank requests compensation under Section 4.028.03, or if the obligation of any Bank to make Term SOFR Loans has been suspended pursuant to Section 8.02, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, or if any Bank is a Non-Extending Bank for any extension of the Termination Date, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegatedelegate without unreasonable delay, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.089.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (ai) Such the Borrower shall have paid to the Agent the assignment fee specified in Section 9.06(c) (except as otherwise provided herein); provided that any Defaulting Bank shall pay to the Agent the assignment fee specified in Section 9.06(c); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.032.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation by a Bank under Section 4.02 or payments required to be made pursuant to Section 4.018.03, such assignment will result in a reduction in such compensation or payments that would otherwise result thereafter; and (civ) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. (b) In the event any Bank fails to approve any amendment, waiver or consent requested by the Borrower pursuant to Section 9.05 that has received the written approval of not less than the Required Banks but also requires the approval of such Bank (any such Bank, a “Restricted Bank”), so long as no Default or Event of Default shall have occurred and be continuing and the Borrower has obtained a commitment (in an amount not less than the entire amount of such Restricted Bank’s Commitment) from one or more Banks or Assignees to become a Bank for all purposes hereunder (such Bank or Banks referred to as the “Replacement Bank”), the Borrower may cause such Restricted Bank to be replaced by, and to assign all its rights and obligations under this Agreement (including its Commitment and its outstanding Loans) pursuant to Section 9.06 to, such Replacement Bank. Such Restricted Bank agrees to execute and to deliver to the Agent one or more Assignment and Assumption Agreements with such Replacement Bank as provided in Section 9.06 upon payment at par of all principal, accrued interest, accrued fees and other amounts accrued or owing under this Agreement to such Restricted Bank, and such Replacement Bank shall pay to the Agent the assignment fee specified in Section 9.06(c) in connection with such assignment. The Restricted Bank making such assignment will be entitled to compensation for any expenses or other amounts which would be owing to such Restricted Bank pursuant to any indemnification provision hereof (including, if applicable, Section 2.12) as if the Borrower had prepaid the Loans of such Bank (and terminated its Commitment, if applicable) rather than such Restricted Bank having assigned its interest hereunder. (c) In each case of clause (a) and (b) above, the Agent shall distribute an amended schedule of Commitments, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Banks and adjustments of their respective Commitments and/or shares thereof resulting from any such replacement. (d) This section shall supersede any provision in Section 9.05 to the contrary.

Replacement of Banks. If any Bank requests compensation under Section 4.02or the Issuing Bank (an “Affected Bank”) (a) (i) makes demand upon a Borrower for (or if a Borrower is otherwise required to pay) amounts pursuant to §6.7, §6.8 or §19, (ii) is unable to make or maintain LIBOR Rate Loans as a result of a condition described in §6.6, (iii) defaults in its obligation to make Loans, or if any Co-Borrower is required to pay any additional amount to any accept and purchase Bankers’ Acceptances or reimburse the Issuing Bank or any Governmental Authority for the account amount of each draft paid under any Letter of Credit or fails to comply with the provisions of §2.17 or §14 with respect to making dispositions and arrangements with the other Banks, where such Bank’s share of any Bank pursuant payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to Section 4.01all of the Banks, in each case in accordance with the terms of this Agreement or (iv) is otherwise a Defaulting Bank, or in connection with (b) fails to approve any proposed amendment, modification, termination, waiver or consent with respect to requested by any Borrower and such amendment, waiver or consent has received the written approval of the provisions hereof as contemplated by Section 10.01, the consent of not less than the Majority Banks shall have been obtained Banks, but also requires the consent of one or more approval of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Affected Bank, then the Co-Borrowers in each case, such Borrower may, at their its sole expense and effort, upon within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing such Borrower to be required to pay such Bank compensation or causing §6.6 to be applicable), or default, as the case may be, by notice in writing to the Agents and the Agentsuch Affected Bank, require such Affected Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08§21), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (aA) Such the applicable Agent, the applicable Swing Line Lender, and, for each assignment of a Domestic Commitment hereunder, the Issuing Bank, shall have consented to such assignment in writing (in each case, such consent not to be unreasonably withheld); (B) such Borrower shall have paid to the Administrative Agent the assignment fee specified in §21; (C) such Affected Bank shall have received payment of an amount equal to the outstanding principal of its Loans and Loans, L/C AdvancesAdvances and purchased Bankers’ Acceptances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or such Borrower (in the case of all other amounts); (bD) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.01clause (a)(i) of this §6.14, such assignment will result in a reduction in such compensation or payments thereafter; and (cE) such assignment does not conflict with applicable LawsLaws or provisions hereunder. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-such Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.02, or if any Co-Borrower (b) the Company is required to pay any additional amount amounts to any Bank or any Governmental Authority governmental authority for the account of any Bank pursuant to Section 4.014.05, or in connection with (c) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, (d) any Bank is a Non-Extending Bank, (e) any Bank does not approve any consent, waiver or amendment that (x) requires the approval of all Banks or all affected Banks in accordance with the terms of Section 10.01 and (y) has been approved by the Majority Banks (a “Non-Consenting Bank”) or (f) any Bank is not an Eligible Bank, then the Co-Borrowers Company may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0810.06(b)), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee Eligible Bank that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (ai) Such the Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b)(vi); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans Advances and L/C Advancesfunded participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.0310.04(c)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.014.05, such assignment will result in a reduction in such compensation or payments thereafter; and; (civ) such assignment does not conflict with applicable Lawslaw; (v) in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent; and (vi) in the case of any assignment resulting from a Bank becoming a Non-Extending Bank, the applicable assignee shall be a Continuing Bank. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower the Company to require such assignment and delegation cease to apply.

Replacement of Banks. If (a) the obligation of any Bank requests to make Euro-Dollar Loans has been suspended pursuant to Section 8.02, (b) any Bank has demanded compensation under Section 4.028.03 or 8.04, or if (c) any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting BankBank or (d) any Bank does not approve any consent, waiver or amendment that (x) requires the approval of all affected Banks in accordance with the terms of Section 9.05 and (y) has been approved by the Required Banks, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Servicing Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.089.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 8.03 or Section 8.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (ai) Such the Borrower shall have paid to the Servicing Agent the assignment fee (if any) specified in Section 9.06(b)(iv); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, its Letter of Credit Liabilities for drawn but unreimbursed amounts, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.032.14) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 8.03 or payments required to be made pursuant to Section 4.018.04, such assignment will result in a reduction in such compensation or payments thereafter; and; (civ) such assignment does not conflict with applicable Lawslaw; and (v) in the case of any assignment resulting from a Bank meeting the conditions of clause (d) above, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.02Sections 3.6(a) through 3.6(e), or if any Co-(b) the Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.013.10, or in connection with (c) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, (d) any Bank is a Non-Consenting Bank or (e) any other circumstance exists hereunder that gives the Borrower the right to replace a Bank as a party hereto, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (subject to the last sentence of this Section 11.27, in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0811.8), and such Bank shall assign within three (3) Business Days after the date of such notice, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee reasonably acceptable to the Administrative Agent that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment)obligations, provided that: (a) Such the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8(b); (b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.033.6(f) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and including all amounts due to such Bank under Sections 3.10, 11.3, 11.6(e) and 11.10, but subject to the provisions of clause (c) below); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 Sections 3.6(a) through 3.6(e) or payments required to be made pursuant to Section 4.013.10, such assignment will result in a reduction in such compensation or payments thereafter; and; (cd) prior to such assignment, such Bank shall have taken no action under Section 3.17 so as to eliminate the continued need for payment of the amounts owing pursuant to Sections 3.6 and 3.10; (e) such assignment does not conflict with applicable Laws; and (f) no Event of Default shall have occurred and be continuing at the time of such assignment. In the event that a Bank (a “Non-Complying Bank”) does not comply with the requirements of the immediately preceding sentence within three (3) Business Days after receipt of notice to such effect from the Borrower, each Bank hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.8 on behalf of such Non-Complying Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.8. In the event that (i) the Borrower or the Administrative Agent has requested that the Banks consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of each affected Bank in accordance with the terms of Section 11.2 and (iii) the Required Banks have agreed to such consent, waiver or amendment, then any Bank who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Bank.” A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If (a) the obligation of any Bank requests to make Euro-Dollar Loans has been suspended pursuant to Section 8.02, (b) any Bank has demanded compensation under Section 4.028.03 or 8.04, or if (c) any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting BankBank or (d) any Bank does not approve any consent, waiver or amendment that (x) requires the approval of all affected Banks in accordance with the terms of Section 9.05 and (y) has been approved by the Required Banks, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Servicing Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.089.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 8.03 or Section 8.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (ai) Such the Borrower shall have paid to the Servicing Agent the assignment fee (if any) specified in Section 9.06(b)(iv); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, its Letter of Credit Liabilities, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.032.14) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 8.03 or payments required to be made pursuant to Section 4.018.04, such assignment will result in a reduction in such compensation or payments thereafter; and; (civ) such assignment does not conflict with applicable Lawslaw; and (v) in the case of any assignment resulting from a Bank meeting the conditions of clause (d) above, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation under Section 4.028.03, or if any Co-Borrower the Company is required to pay any Indemnified Taxes or additional amount amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.018.04 and, in each case, such Bank has declined or is unable to designate a different Applicable Lending Office in accordance with Section 8.03(d) or Section 8.04(l), or in connection with if any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Non-Consenting Bank, then the Co-Borrowers Company may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.089.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 8.03 or Section 8.04) and obligations under this Agreement and the related Loan Documents to an assignee Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (ai) Such the Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.06(c); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.032.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 8.03 or payments required to be made pursuant to Section 4.018.04, such assignment will result in a reduction in such compensation or payments thereafter; and; (civ) such assignment does not conflict with applicable Lawslaw; and (v) in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower the Company to require such assignment and delegation cease to apply.. Each party hereto agrees that (a) an assignment required pursuant to this Section 8.06 may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee and (b) the Bank required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Bank, provided, further that any such documents shall be without recourse to or warranty by the parties thereto. Notwithstanding anything in this Section to the contrary, the Bank that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 7.09

Replacement of Banks. (a) If any Bank requests compensation under Section 4.028.03, or if the obligation of any Bank to make Euro-Dollar Loans has been suspended pursuant to Section 8.02, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegatedelegate without unreasonable delay, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.089.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (ai) Such the Borrower shall have paid to the Agent the assignment fee specified in Section 9.06(c) (except as otherwise provided herein); provided that any Defaulting Bank that has on more than one occasion failed to fund any portion of the Loans required to be funded by it hereunder within one Domestic Business Day of the date required to be funded by it hereunder shall pay to the Agent the assignment fee specified in Section 9.06(c); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.032.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation by a Bank under Section 4.02 or payments required to be made pursuant to Section 4.018.03, such assignment will result in a reduction in such compensation or payments that would otherwise result thereafter; and (civ) such assignment does not conflict with applicable Lawslaws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. (b) In the event any Bank fails to approve any amendment, waiver or consent requested by the Borrower pursuant to Section 9.05 that has received the written approval of not less than the Required Banks but also requires the approval of such Bank (any such Bank, a “Restricted Bank”), so long as no Default or Event of Default shall have occurred and be continuing and the Borrower has obtained a commitment (in an amount not less than the entire amount of such Restricted Bank’s Commitment) from one or more Banks or Assignees to become a Bank for all purposes hereunder (such Bank or Banks referred to as the “Replacement Bank”), the Borrower may cause such Restricted Bank to be replaced by, and to assign all its rights and obligations under this Agreement (including its Commitment and its outstanding Loans) pursuant to Section 9.06 to, such Replacement Bank. Such Restricted Bank agrees to execute and to deliver to the Agent one or more Assignment and Assumption Agreements with such Replacement Bank as provided in Section 9.06 upon payment at par of all principal, accrued interest, accrued fees and other amounts accrued or owing under this Agreement to such Restricted Bank, and such Replacement Bank shall pay to the Agent the assignment fee specified in Section 9.06(c) in connection with such assignment. The Restricted Bank making such assignment will be entitled to compensation for any expenses or other amounts which would be owing to such Restricted Bank pursuant to any indemnification provision hereof (including, if applicable, Section 2.13) as if the Borrower had prepaid the Loans of such Bank (and terminated its Commitment, if applicable) rather than such Restricted Bank having assigned its interest hereunder. (c) In each case of clause (a) and (b) above, the Agent shall distribute an amended schedule of Commitments, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Banks and adjustments of their respective Commitments and/or shares thereof resulting from any such replacement. (d) This section shall supersede any provision in Section 9.05 to the contrary.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.02, or if any Co-Borrower (b) the Company is required to pay any additional amount amounts to any Bank or any Governmental Authority governmental authority for the account of any Bank pursuant to Section 4.014.05, or in connection with (c) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, (d) any Bank is a Non-Extending Bank, (e) any Bank does not approve any consent, waiver or amendment that (x) requires the approval of all Banks or all affected Banks in accordance with the terms of Section 10.01 and (y) has been approved by the Majority Banks (a "Non-Consenting Bank") or (f) any Bank is not an Eligible Bank, then the Co-Borrowers Company may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0810.06(b)), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee Eligible Bank that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (ai) Such the Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b)(v); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans Advances and L/C Advancesfunded participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.0310.04(c)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.014.05, such assignment will result in a reduction in such compensation or payments thereafter; and; (civ) such assignment does not conflict with applicable Lawslaw; (v) in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent; and (vi) in the case of any assignment resulting from a Bank becoming a Non-Extending Bank, the applicable assignee shall be a Continuing Bank. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower the Company to require such assignment and delegation cease to apply.

Replacement of Banks. If Each Bank may make any Borrowings and LC Credit Extensions to the Borrower or any Qualified Borrower through any Applicable Lending Office; provided that the exercise of this option shall not affect the obligation of the Borrower or any Qualified Borrower to repay such credit extension in accordance with the terms of this Agreement. If, at any time, any Bank requests compensation under Section 4.02, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank shall be owed amounts pursuant to this Section 4.01, 8.4 and such Bank has declined or is unable to change the jurisdiction of its Applicable Lending Office in connection accordance with any proposed amendment, modification, termination, waiver or consent with respect to any paragraph (h) of the provisions hereof as contemplated by this Section 10.018.4, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, then the Co-Borrowers mayBorrower shall, at their its sole expense and effort, have the right, upon five (5) Business Days’ notice to the Administrative Agent to either (x) cause a bank reasonably acceptable to the Administrative Agent to offer to purchase the Commitments of such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such Bank shall have received payment of for an amount equal to the such Bank’s outstanding principal of its Loans and L/C Advancesall amounts due such Bank hereunder (including, accrued without limitation, interest, Facility Fees, Letter of Credit Fees and all amounts payable pursuant to Section 2.13 and this Section 8.4), and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such amount, which offer such Bank is hereby required to accept, or (y) repay in full all Loans then outstanding of such Bank, together with interest thereon, accrued fees Facility Fees, Letter of Credit Fees and all other amounts due such Bank hereunder (including, without limitation, amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent of such outstanding principal and accrued interest and fees); (b) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.012.13 and this Section 8.4), upon which event, such assignment will result in a reduction in Bank’s Commitment shall be deemed to be cancelled. Any Bank subject to this Section 8.4(i) shall retain the benefits of Sections 2.16(h), 8.3, 8.4 and 9.3 for the period prior to such compensation purchase or payments thereafter; and (c) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to applycancellation.

Replacement of Banks. (a) If (i) any Bank requests compensation under Section 4.02payment of, or if any Co-the Borrower is otherwise required to pay any additional amount to any Bank or Bank, any Governmental Authority for the account of any Bank amount pursuant to Section 4.012.07(c)(ii) or Section 8.03, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to (ii) any Bank during such time as such Bank is becomes a Defaulting Bank, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08)recourse, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations Assignee (which assignee Assignee may be another Bank, if a such other Bank accepts agrees to accept such assignment) that shall assume such obligations pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit D hereto which shall be executed by such Assignee and (except as otherwise provided in this) Section 2.18(a) such transferor Bank; provided, that (A) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), provided that: which consent shall not unreasonably be withheld, conditioned or delayed, (aB) Such such transferor Bank shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C AdvancesObligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) in each case, if any), from the assignee Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); , which amounts shall be the only amounts payable to such transferor Bank in respect of such assignment and delegation, (bC) any Bank being replaced pursuant to this Section 2.18(a) shall be deemed to have granted to the Administrative Agent the authority to act as its attorney-in-fact solely for the purpose of executing such Assignment and Assumption Agreement, and (D) in the case of any such assignment and delegation resulting from a request or claim for compensation payment under Section 4.02 or payments required to be made pursuant to Section 4.018.03, such assignment will result in a reduction in any payments due to such compensation or payments thereafter; and (c) transferor Bank on a dollar-for-dollar basis to the extent that such assignment does not conflict with applicable Lawseliminates or reduces the amount that such transferor Bank is entitled to receive under Section 8.03. A Bank shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. Upon execution and delivery by the Assignee and (except as otherwise provided in this Section 2.18(a)) the transferor Bank of the Assignment and Assumption Agreement referred to above and payment by such Assignee to such transferor Bank of the amount (if any) payable by such Assignee pursuant to clause (B) above: (1) such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment equal to such transferor Bank’s Commitment immediately prior to the effectiveness of such assignment and delegation (or, if there is more than one Assignee, the respective portion of such Commitment agreed to be assumed by each such Assignee). Upon the consummation of any such assignment and delegation, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 2.16. In connection with any assignment pursuant to this Section 2.18(a), (I) the Borrower shall cause to be paid to the Administrative Agent an administrative fee for processing such assignment in the amount of $3,500, and (II) notwithstanding anything to the contrary set forth herein, and without limiting the authority set forth in the immediately preceding clause (C), if the transferor Bank does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption Agreement reflecting such assignment within five Domestic Business Days of the date on which the Assignee executes and delivers such Assignment and Assumption Agreement to the transferor Bank, then such transferor Bank shall be deemed to have executed and delivered such Assignment and Assumption Agreement. (b) If (i) any Bank requests payment of, or the Borrower is otherwise required to pay to any Bank, any amount pursuant to Section 2.07(c)(ii) or Section 8.03 or (ii) any Bank becomes a Defaulting Bank, the Borrower may, upon at least two Domestic Business Days’ written notice to the Administrative Agent, and provided that no Default or Event of Default has occurred and is continuing, terminate the Commitment of such Bank (without affecting the Commitment of any other Bank) and, in connection therewith, prepay the outstanding Loans and L/C Advances of such Bank in full at par, together with accrued interest thereon, accrued fees and any other amounts payable hereunder for the account of such Bank; provided that in connection with such termination, the parties hereto shall comply with the procedures set forth in Section 2.19(a)(iv) (it being understood that for purposes of this proviso, such Bank shall be deemed to be a Defaulting Bank). Any such prepayment pursuant to this Section 2.18(b) shall be subject to the provisions of Section 2.14 hereof. (c) With respect to a demand for compensation from a Bank pursuant to Section 8.03(a), the Borrower’s rights under Section 2.18(a) shall be an alternative to the Borrower’s rights under Section 8.04.

Replacement of Banks. (a) If (i) any Bank requests compensation under Section 4.02payment of, or if any Co-the Borrower is otherwise required to pay any additional amount to any Bank or Bank, any Governmental Authority for the account of any Bank amount pursuant to Section 4.018.01(b) or Section 8.03, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to (ii) any Bank during such time as such Bank is becomes a Defaulting BankBank or (iii) any Bank notifies the Administrative Agent pursuant to Section 8.02 of its inability to make, maintain or fund Euro-Dollar Loans, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08)recourse, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations Assignee (which assignee Assignee may be another Bank, if a such other Bank accepts agrees to accept such assignment) that shall assume such obligations pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto which shall be executed by such Assignee and (except as otherwise provided in this) Section 2.18(a) such transferor Bank; provided, that (A) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), provided that: which consent shall not unreasonably be withheld, conditioned or delayed, (aB) Such such transferor Bank shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C AdvancesObligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) in each case, if any), from the assignee Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); , which amounts shall be the only amounts payable to such transferor Bank in respect of such assignment and delegation, (bC) any Bank being replaced pursuant to this Section 2.18(a) shall be deemed to have granted to the Administrative Agent the authority to act as its attorney-in-fact solely for the purpose of executing such Assignment and Assumption Agreement, and (D) in the case of any such assignment and delegation resulting from a request or claim for compensation payment under Section 4.02 or payments required to be made pursuant to Section 4.018.03, such assignment will result in a reduction in any payments due to such compensation or payments thereafter; and (c) transferor Bank on a dollar-for-dollar basis to the extent that such assignment does not conflict with applicable Lawseliminates or reduces the amount that such transferor Bank is entitled to receive under Section 8.03. A Bank shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. Upon execution and delivery by the Assignee and (except as otherwise provided in this Section 2.18(a)) the transferor Bank of the Assignment and Assumption Agreement referred to above and payment by such Assignee to such transferor Bank of the amount (if any) payable by such Assignee pursuant to clause (B) above: (1) such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment equal to such transferor Bank’s Commitment immediately prior to the effectiveness of such assignment and delegation (or, if there is more than one Assignee, the respective portion of such Commitment agreed to be assumed by each such Assignee). Upon the consummation of any such assignment and delegation, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 2.16. In connection with any assignment pursuant to this Section 2.18(a), (I) the Borrower shall cause to be paid to the Administrative Agent an administrative fee for processing such assignment in the amount of $3,500, and (II) notwithstanding anything to the contrary set forth herein, if the transferor Bank does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption Agreement reflecting such assignment within five Domestic Business Days of the date on which the Assignee executes and delivers such Assignment and Assumption Agreement to the transferor Bank, then such transferor Bank shall be deemed to have executed and delivered such Assignment and Assumption Agreement. (b) If (i) any Bank requests payment of, or the Borrower is otherwise required to pay to any Bank, any amount pursuant to Section 8.01(b) or Section 8.03 or (ii) any Bank becomes a Defaulting Bank, the Borrower may, upon at least two Domestic Business Days’ written notice to the Administrative Agent, and provided that no Default or Event of Default has occurred and is continuing, terminate the Commitment of such Bank (without affecting the Commitment of any other Bank) and, in connection therewith, prepay the outstanding Loans and L/C Advances of such Bank in full at par, together with accrued interest thereon, accrued fees and any other amounts payable hereunder for the account of such Bank; provided that in connection with such termination, the parties hereto shall comply with the procedures set forth in Section 2.19(a)(iv) (it being understood that for purposes of this proviso, such Bank shall be deemed to be a Defaulting Bank). Any such prepayment pursuant to this Section 2.18(b) shall be subject to the provisions of Section 2.14 hereof. (c) With respect to a demand for compensation from a Bank pursuant to Section 8.03(a), the Borrower’s rights under Section 2.18(a) shall be an alternative to the Borrower’s rights under Section 8.04.

Replacement of Banks. If (i) any Bank or any participant of such Bank requests compensation under Section 4.028.03, or (ii) if any Co-the Borrower is required to pay any additional amount to any Bank or any Governmental Authority participant of such Bank or any governmental authority for the account of any Bank or any participant of such Bank pursuant to Section 4.018.04, or in connection with (iii) if such Bank has failed to consent to any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, hereunder requiring the consent of all Banks or all Banks directly affected thereby as to which the Majority Required Banks shall or the majority of Banks directly affected thereby have been obtained but the given their consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such (iv) a Bank is a Defaulting Bank (each, a “Non- Consenting Bank”) or if any other circumstance exists hereunder that gives the Borrower the right to replace a Bank as a party hereto, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0810.06), all of its interests, rights and obligations under this Agreement and the related Loan Financing Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a such Bank accepts such assignment), provided that: (a) Such the Borrower shall have paid to the Agent the assignment fee specified in Section 10.06(c); (b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Financing Documents (including any amounts under Section 4.032.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 8.03 or payments required to be made pursuant to Section 4.018.04, such assignment will result in a reduction in such compensation or payments thereafter; and (cd) such assignment does not conflict with applicable Lawslaws or guidelines, directed duties or requests of, or agreements with, any governmental authority (whether or not having the force of law). A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. If the Borrower elects to exercise its rights with respect to a Non-Consenting Bank pursuant to clause (iii) above, then it must exercise such rights with respect to all but not less than all such Non-Consenting Banks. Each Bank agrees that, if it becomes a Non-Consenting Bank, it shall execute and deliver to the Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to the Agent any Term Loan Note (if the assigning Bank’s Loans are evidenced by Term Loan Notes) subject to such Assignment and Assumption; provided, however, that the failure of any Non-Consenting Bank to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Replacement of Banks. If any the Borrower is entitled to replace a Bank requests compensation under pursuant to the provisions of Section 4.022A.1(c), Section 8.6 or Section 10.5 or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank or a Non-Consenting Bank, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0810.6), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15, 2A.6, 8.3 and 8.4) and obligations under this Agreement and the related Loan Credit Documents to an assignee Eligible Transferee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.6(c); (b) such Bank shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C AdvancesUnpaid Drawings, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.032.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 2A.1(c) or 8.3 or payments required to be made pursuant to Section 4.018.4, such assignment will result in a reduction in such compensation or payments thereafter; and; (cd) such assignment does not conflict with applicable Laws; and (e) in the case of an assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation under Section 4.022.11, or if any Co-the Borrower is required to pay any additional amount to any Bank or any Governmental Authority Person for the account of any Bank pursuant to Section 4.012.12, or in connection with if any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting BankBank or a Non-Consenting Bank (as defined below in this Section 2.14), then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.089.06), all of its interests, rights and obligations under this Agreement and the related Loan Credit Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the Assignee shall have paid to the Administrative Agent the assignment fee specified in Section 9.06(a); (b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans Advances and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Credit Documents (including any amounts under Section 4.032.11 and 2.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 2.11 or payments required to be made pursuant to Section 4.012.12, such assignment will result in a reduction in such compensation or payments thereafter; and (cd) such assignment does not conflict with applicable LawsGovernmental Rules. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. In the event that (i) the Borrower or the Administrative Agent requests that the Banks consent to a waiver of any provision of the Credit Documents or agree to any amendment thereto, (ii) such consent or amendment requires the agreement of all of the Banks in accordance with the terms of Section 9.01 and (iii) at least the Majority Banks have agreed to such consent or amendment, then any Bank that does not agree to such consent or amendment shall be a “Non-Consenting Bank”.

Replacement of Banks. If any Bank requests compensation under Section 4.02If, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, termination or waiver or consent with respect to any of the provisions hereof of this Agreement or the Notes as contemplated by Section 10.01clauses (i) through (xii) of the proviso of the first sentence of subsection 13.6A, the consent of the Majority Banks shall have been Requisite Lenders is obtained but the consent of one or more of such other Banks Lenders whose consent is required shall is not have been obtained, then Company shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (i) or with respect (ii) below, to any Bank during either (i) replace each such non-consenting Lender or Lenders pursuant to subsection 5.3 so long as at the time as of such Bank is a Defaulting Bankreplacement, then the Co-Borrowers may, at their sole expense and effort, upon notice to each such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject replacement Lender consents to the restrictions contained inproposed amendment, and consents required bymodification, Section 10.08)termination or waiver, all of or (ii) terminate such non-consenting Lender's Commitments, repay in full its interestsoutstanding Loans, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees Acceptances and all other amounts payable to it due hereunder in accordance with subsections 2.4A(v), 2.4A(vi) and under 2.4A(vii); provided that unless the other Loan Documents (including any amounts under Section 4.03) from Commitments that are terminated and the assignee (Loans that are repaid pursuant to the extent preceding clause (ii) are immediately replaced in full at such time through the addition of such new Lenders or the increase of the Commitments and/or outstanding principal and accrued interest and feesLoans of existing Lenders (who in each case must specifically consent thereto); (b) , then in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made action pursuant to Section 4.01the preceding clause (ii), such assignment will result in a reduction in such compensation or payments thereafterthe Requisite Lenders (determined before giving effect to the proposed action) shall specifically consent thereto; and (c) such assignment does not conflict with applicable Laws. A Bank provided further that Company shall not be required have the right to make terminate any such assignment or delegation non-consenting Lender's Commitment and repay in full its outstanding Loans pursuant to clause (ii) of this subsection 13.6B if, prior theretoimmediately after the termination of such Lender's Commitments in accordance with subsection 2.4A(vi), (x) the Tranche A Domestic Loan Exposure of all Lenders would exceed the Tranche A Domestic Commitments of all Lenders, (y) the Tranche A Canadian Loan Exposure of all Lenders would exceed the Tranche A Canadian Commitments of all Lenders or (z) the Tranche B Domestic Loan Exposure of all Lenders would exceed the Tranche B Domestic Commitments of all Lenders; provided further that Company shall not have the right to replace a Lender solely as a result of a waiver the exercise of such Lender's rights (and the withholding of any required consent by such Bank or otherwise, Lender) pursuant to the circumstances entitling a Co-Borrower to require such assignment second and delegation cease to apply.third sentences of subsection 13.6A.

Replacement of Banks. (a) If any Bank requests compensation under Section 4.028.03, or if the obligation of any Bank to make Euro-DollarTerm SOFR Loans has been suspended pursuant to Section 8.02, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, or if any Bank is a Non-Extending Bank for any extension of the Termination Date, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegatedelegate without unreasonable delay, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.089.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (ai) Such the Borrower shall have paid to the Agent the assignment fee specified in Section 9.06(c) (except as otherwise provided herein); provided that any Defaulting Bank shall pay to the Agent the assignment fee specified in Section 9.06(c); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.032.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation by a Bank under Section 4.02 or payments required to be made pursuant to Section 4.018.03, such assignment will result in a reduction in such compensation or payments that would otherwise result thereafter; and (civ) such assignment does not conflict with applicable LawslawsLaws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. (b) In the event any Bank fails to approve any amendment, waiver or consent requested by the Borrower pursuant to Section 9.05 that has received the written approval of not less than the Required Banks but also requires the approval of such Bank (any such Bank, a “Restricted Bank”), so long as no Default or Event of Default shall have occurred and be continuing and the Borrower has obtained a commitment (in an amount not less than the entire amount of such Restricted Bank’s Commitment) from one or more Banks or Assignees to become a Bank for all purposes hereunder (such Bank or Banks referred to as the “Replacement Bank”), the Borrower may cause such Restricted Bank to be replaced by, and to assign all its rights and obligations under this Agreement (including its Commitment and its outstanding Loans) pursuant to Section 9.06 to, such Replacement Bank. Such Restricted Bank agrees to execute and to deliver to the Agent one or more Assignment and Assumption Agreements with such Replacement Bank as provided in Section 9.06 upon payment at par of all principal, accrued interest, accrued fees and other amounts accrued or owing under this Agreement to such Restricted Bank, and such Replacement Bank shall pay to the Agent the assignment fee specified in Section 9.06(c) in connection with such assignment. The Restricted Bank making such assignment will be entitled to compensation for any expenses or other amounts which would be owing to such Restricted Bank pursuant to any indemnification provision hereof (including, if applicable, Section 2.12) as if the Borrower had prepaid the Loans of such Bank (and terminated its Commitment, if applicable) rather than such Restricted Bank having assigned its interest hereunder. (c) In each case of clause (a) and (b) above, the Agent shall distribute an amended schedule of Commitments, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Banks and adjustments of their respective Commitments and/or shares thereof resulting from any such replacement. (d) This section shall supersede any provision in Section 9.05 to the contrary.

Replacement of Banks. If any Bank requests compensation under Section 4.02, or if any Co-(a) the Borrower Representative is required entitled to pay any additional amount to any Bank or any Governmental Authority for the account of any replace a Bank pursuant to the provisions of Section 4.013.10, (b) a Bank (a “Non-Consenting Bank”) does not consent to a proposed change, waiver, discharge or in connection with any proposed amendment, modification, termination, waiver or consent termination with respect to any of Credit Document that has been approved by the provisions hereof Required Banks as contemplated by provided in Section 10.01, the 11.6 but requires unanimous consent of the Majority all Banks shall have been obtained but the consent of one or more of such other all Banks whose consent is required shall not have been obtaineddirectly affected thereby (as applicable), or with respect to (c) any Bank during such time as such is a Non-Extending Bank, (d) any Bank is a Defaulting Bank (or would be a Defaulting Bank but for the delivery by such Bank of the written notice described in clause (a) of the definition of “Defaulting Bank” unless such notices have been delivered by the Required Banks), (e) any Bank cannot provide an Alternative Currency or (f) any Bank does not consent to the designation of an Applicant Foreign Borrower as a Foreign Borrower that otherwise has been approved by the Required Banks, then the Co-Borrowers may, at their sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0811.3), all of its interests, rights and obligations under this Credit Agreement and the related Loan Credit Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: : (ai) Such the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.3; (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C LOC Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Credit Documents (including any amounts under Section 4.033.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees); ) or the Borrowers (b) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.01, such assignment will result in a reduction in such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to apply.all other amounts);

Replacement of Banks. (a) If any Bank requests compensation under Section 4.028.03, or if the obligation of any Bank to make Euro-Dollar Loans has been suspended pursuant to Section 8.02, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, or if any Bank is a Non-Extending Bank for any extension of the Termination Date, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegatedelegate without unreasonable delay, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.089.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (ai) Such the Borrower shall have paid to the Agent the assignment fee specified in Section 9.06(c) (except as otherwise provided herein); provided that any Defaulting Bank shall pay to the Agent the assignment fee specified in Section 9.06(c); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.032.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation by a Bank under Section 4.02 or payments required to be made pursuant to Section 4.018.03, such assignment will result in a reduction in such compensation or payments that would otherwise result thereafter; and (civ) such assignment does not conflict with applicable Lawslaws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. (b) In the event any Bank fails to approve any amendment, waiver or consent requested by the Borrower pursuant to Section 9.05 that has received the written approval of not less than the Required Banks but also requires the approval of such Bank (any such Bank, a “Restricted Bank”), so long as no Default or Event of Default shall have occurred and be continuing and the Borrower has obtained a commitment (in an amount not less than the entire amount of such Restricted Bank’s Commitment) from one or more Banks or Assignees to become a Bank for all purposes hereunder (such Bank or Banks referred to as the “Replacement Bank”), the Borrower may cause such Restricted Bank to be replaced by, and to assign all its rights and obligations under this Agreement (including its Commitment and its outstanding Loans) pursuant to Section 9.06 to, such Replacement Bank. Such Restricted Bank agrees to execute and to deliver to the Agent one or more Assignment and Assumption Agreements with such Replacement Bank as provided in Section 9.06 upon payment at par of all principal, accrued interest, accrued fees and other amounts accrued or owing under this Agreement to such Restricted Bank, and such Replacement Bank shall pay to the Agent the assignment fee specified in Section 9.06(c) in connection with such assignment. The Restricted Bank making such assignment will be entitled to compensation for any expenses or other amounts which would be owing to such Restricted Bank pursuant to any indemnification provision hereof (including, if applicable, Section 2.13) as if the Borrower had prepaid the Loans of such Bank (and terminated its Commitment, if applicable) rather than such Restricted Bank having assigned its interest hereunder. (c) In each case of clause (a) and (b) above, the Agent shall distribute an amended schedule of Commitments, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Banks and adjustments of their respective Commitments and/or shares thereof resulting from any such replacement. (d) This section shall supersede any provision in Section 9.05 to the contrary.

Replacement of Banks. If any Bank requests compensation under Section 4.023.01 or 3.02, or if any Co-Borrower is required requires the Company to pay any Indemnified Taxes or additional amount amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.013.06, and, in each case, such Bank has declined or is unable to designate a different lending office in accordance with Section 3.07(a) (each such Bank, an “Increased Cost Bank”), or in connection with if any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank or a Non-Consenting Bank, then the Co-Borrowers Company may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01, 3.02 or 3.06) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (aA) Such the Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.08; (B) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advancesparticipations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.033.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (bC) in the case of any such assignment resulting from a claim for compensation under Section 4.02 3.01 or payments required to be made pursuant to Section 4.013.02, such assignment will result in a reduction in such compensation or payments thereafter; and; (cD) such assignment does not conflict with applicable Laws. A law; and (E) in the case of any assignment resulting from a Bank shall not be required to make any such assignment or delegation if, prior thereto, as becoming a result of a waiver by such Bank or otherwiseNon-Consenting Bank, the circumstances entitling a Co-Borrower applicable assignee shall have consented to require such assignment and delegation cease to applythe applicable amendment, waiver or consent.

Replacement of Banks. (a) If (i) any Bank requests compensation under Section 4.02payment of, or if any Co-the Borrower is otherwise required to pay any additional amount to any Bank or Bank, any Governmental Authority for the account of any Bank amount pursuant to Section 4.018.01(b) or Section 8.03, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to (ii) any Bank during such time as such Bank is becomes a Defaulting BankBank or (iii) any Bank notifies the Administrative Agent pursuant to Section 8.02 of its inability to make, maintain or fund Euro-Dollar Loans, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08)recourse, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations Assignee (which assignee Assignee may be another Bank, if a such other Bank accepts agrees to accept such assignment) that shall assume such obligations pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto which shall be executed by such Assignee and (except as otherwise provided in this) Section 2.18(a) such transferor Bank; provided, that (A) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), provided that: which consent shall not unreasonably be withheld, conditioned or delayed, (aB) Such such transferor Bank shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C AdvancesObligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) in each case, if any), from the assignee Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); , which amounts shall be the only amounts payable to such transferor Bank in respect of such assignment and delegation, (bC) any Bank being replaced pursuant to this Section 2.18(a) shall be deemed to have granted to the Administrative Agent the authority to act as its attorney-in-fact solely for the purpose of executing such Assignment and Assumption Agreement, and (D) in the case of any such assignment and delegation resulting from a request or claim for compensation payment under Section 4.02 or payments required to be made pursuant to Section 4.018.03, such assignment will result in a reduction in any payments due to such compensation or payments thereafter; and (c) transferor Bank on a dollar-for-dollar basis to the extent that such assignment does not conflict with applicable Lawseliminates or reduces the amount that such transferor Bank is entitled to receive under Section 8.03. A Bank shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.. Upon execution and delivery by the Assignee and (except as otherwise provided in this Section 2.18(a)) the transferor Bank of the Assignment and Assumption Agreement referred to above and payment by such

Replacement of Banks. If (i) any Bank requests compensation under Section 4.023.03, or if any Co-Borrower (ii) the Company is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.013.01, (iii) a Bank (a “Non-Consenting Bank”) does not consent to a proposed change, waiver, discharge or in connection with any proposed amendment, modification, termination, waiver or consent termination with respect to any of the provisions hereof as contemplated Loan Document that has been approved by Section 10.01, the consent of the Majority Banks shall have been obtained as provided in Section 10.01 but the requires unanimous consent of one all Banks or more of such other all Banks whose consent is required shall not have been obtained, directly affected thereby (as applicable) or with respect to (iv) any Bank during such time as such Bank is a Defaulting Bank, then the Co-Borrowers Company may, at their its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0810.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the Agent shall have been paid the assignment fee specified in Section 10.06(b); (b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.033.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 3.03 or payments required to be made pursuant to Section 4.013.01, such assignment will result in a reduction in such compensation or payments thereafter; and; (cd) such assignment does not conflict with applicable Lawslaws; and (e) in the case of any such assignment resulting from a Non-Consenting Bank’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided, further, that the failure by such Bank to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Bank and the mandatory assignment of such Bank’s Commitments and outstanding Loans pursuant to this Section 10.16 shall nevertheless be effective without the execution by such Bank of an Assignment and Assumption. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower the Company to require such assignment and delegation cease to apply.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.02Sections 3.6(a) through 3.6(f), or if any Co-(b) the Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.013.10, or in connection with (c) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, (d) any Bank is a Non-Consenting Bank or (e) any other circumstance exists hereunder that gives the Borrower the right to replace a Bank as a party hereto, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0811.8), and such Bank shall assign within five (5) Business Days after the date of such notice, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8(b); 106 (b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoan, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.033.6(f) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and including all amounts due to such Bank under Sections 3.10, 11.3, 11.6(e) and 11.10, but subject to the provisions of clause (c) below); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 Sections 3.6(a) through 3.6(f) or payments required to be made pursuant to Section 4.013.10, such assignment will result in a reduction in such compensation or payments thereafter; and (cd) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation under Section 4.023.01 or Section 3.07, or if any Co-Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.013.03 and, in each case, such Bank has declined or is unable to designate a different lending office in connection accordance with Section 3.01(b) or 3.07 or if any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Non-Consenting Bank, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01, Section 3.07 or Section 3.02) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (ai) Such Borrower shall have paid to the Agent the assignment fee (if any) specified in Section 10.10; (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.033.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 3.01, Section 3.07 or payments required to be made pursuant to Section 4.013.02, such assignment will result in a reduction in such compensation or payments thereafter; and; (civ) such assignment does not conflict with applicable Lawslaw; and (v) in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation under Section 4.023.01 or 3.02, or if any Co-Borrower is required requires the Company to pay any Indemnified Taxes or additional amount amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.013.06, and, in each case, such Bank has declined or is unable to designate a different lending office in accordance with Section 3.07(a) (each such Bank, an “Increased Cost Bank”), or in connection with if any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank or a Non-Consenting Bank, then the Co-Borrowers Company may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01, 3.02 or 3.06) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (aA) Such the Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.08; 721510353 03 41 (B) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advancesparticipations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.033.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (bC) in the case of any such assignment resulting from a claim for compensation under Section 4.02 3.01 or payments required to be made pursuant to Section 4.013.02, such assignment will result in a reduction in such compensation or payments thereafter; and; (cD) such assignment does not conflict with applicable Laws. A law; and (E) in the case of any assignment resulting from a Bank shall not be required to make any such assignment or delegation if, prior thereto, as becoming a result of a waiver by such Bank or otherwiseNon-Consenting Bank, the circumstances entitling a Co-Borrower applicable assignee shall have consented to require such assignment and delegation cease to applythe applicable amendment, waiver or consent.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.0213.3, (b) the obligation of any Bank to make Eurodollar Loans or if any Co-continue Loans as Eurodollar Loans has been suspended pursuant to Section 13.4, (c) Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.0113.5 or Section 13.6, or in connection with (d) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting BankBank or (e) any Bank has voted against an amendment, modification or waiver of any provision of this Agreement proposed by Borrower, which proposed amendment, modification or waiver (i) was approved by Banks representing no less than 90% of the aggregate Commitments (or, following termination or expiration of the Commitments, the Outstanding Revolving Credit) but (ii) required the approval of all Banks and did not get such approval, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 10.08), 14.8(c) all of its interests, rights and obligations under this Agreement at par (plus all accrued and the related Loan Documents unpaid interest and fees) to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided, provided that: (a) Such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent of such outstanding principal and accrued interest and fees); (b) that in the case of any such assignment resulting from a claim request for compensation under Section 4.02 13.3, the suspension of an obligation to make Eurodollar Loans or payments required to be made pursuant to continue Loans as Eurodollar Loans under Section 4.0113.4, or the requirement that Borrower pay any additional amount under Section 13.5 or Section 13.6, such assignment will result in a reduction of such compensation, a resumption of such obligation in whole or in part, or the reduction of such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior theretopayments, as a result applicable 2.34 Amendment to Section 14.2(c)(ii)(E) of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower Credit Agreement. Section 14.2(c)(ii)(E) of the Credit Agreement is hereby amended and restated in its entirety to require such assignment and delegation cease to apply.read as follows:

Replacement of Banks. If any Bank (a) requests compensation under Section 4.02, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.015.1 or Section 5.6 hereof, or in connection with any proposed amendmentsuch Bank's obligation to make Fixed Rate Loans shall be suspended pursuant to Section 5.2 or 5.3 hereof, modification, termination, waiver or consent with respect (b) does not agree to any of extend its Commitment Termination Date pursuant to request by the provisions hereof Company as contemplated by Section 10.012.4(d) hereof, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, then the Co-Borrowers may, at their sole expense and effortCompany, upon not less than three Business Days prior notice to such Bank (with a copy to the Administrative Agent), may require that such Bank assign (in which case such Bank shall assign) as provided in Section 11.6(b) hereof, all (but not less than all) of its Loans and Commitment to another bank or banks (which may be "Banks" hereunder) specified in such notice that are willing to accept such assignment (and are acceptable to the Administrative Agent and the Letter of Credit Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such Bank shall have received payment of for an amount equal to the aggregate principal amount of such Bank's Loans then outstanding principal and interest thereon accrued to the date of its the consummation of such assignment and pursuant to documentation reasonably acceptable to such Bank, provided that the Company shall pay to such Bank upon consummation of such assignment (i) such amounts (if any) as are then payable to such Bank under Section 5 hereof including the amounts (if any) the Company would be required to pay to such Bank under Section 5.5 hereof if the Loans assigned by it were being prepaid by the Company, (ii) the commitment fee payable for the account of such Bank pursuant to Section 2.5 hereof accrued to the date such Bank's Commitment is assigned in full pursuant to this Section 11.13, and L/C Advances, accrued interest thereon, accrued fees and (iii) all other amounts then payable by the Company to it hereunder and under or for the other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent account of such outstanding Bank hereunder (other than the principal of and accrued interest and feeson its Loans); (b) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.01, such assignment will result in a reduction in such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any Each Bank requests compensation under Section 4.02agrees that, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for upon the account occurrence of any event giving rise to the operation of (a) Section 4.1 or Section 4.5 that results in the affected Bank charging to the Borrower increased costs or taxes in excess of the other Banks or (b) Section 4.3, then in each case the Borrower shall have the right, if no Default or Event of Default shall have occurred and be continuing, to cause such affected Bank to assign its Loans pursuant to Section 4.01, or in connection 12.3 (with any proposed amendment, modification, termination, waiver or consent with respect all fees payable pursuant to any of Section 12.3(b) to be paid by the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of replacement Bank(s)) to one or more of Eligible Assignees; provided, that (i) such other Banks whose consent is required assignment shall not conflict and shall comply with Applicable Law, and (ii) the Borrower or such assignee shall have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, then the Co-Borrowers may, at their sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject paid to the restrictions contained in, and consents required by, Section 10.08), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a assigning Bank accepts such assignment), provided that: (a) Such Bank shall have received payment of in immediately available funds an amount equal to the outstanding sum of the principal of its and interest on the outstanding Loans and L/C Advancesof such Bank accrued to the effective date of such assignment, accrued interest thereon, accrued plus all fees and all other amounts payable to it accrued for the account of such Bank hereunder and under the other Loan Documents (including including, without limitation, any amounts under Section 4.03) from the assignee (Article IV); provided, further, that, if prior to the extent of such outstanding principal and accrued interest and fees); (b) in the case of any such assignment resulting from a claim for compensation the circumstances or event that resulted in such Bank’s notice under Section 4.02 4.1 or payments required to be made Section 4.3 or the amounts paid pursuant to Section 4.014.5, as the case may be, cease to cause such assignment will Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 4.3, or cease to result in amounts being payable under Section 4.5, as the case may be (including, without limitation, as a reduction result of any action taken by such Bank pursuant to Section 4.6), or if such Bank shall waive its right to claim further compensation in excess of that being charged by the other Banks under Section 4.1 or shall waive its right to further payments in excess of that being charged by the other Banks under Section 4.5 in respect of such compensation circumstances or payments thereafter; and (c) event, as the case may be, then such assignment does not conflict with applicable Laws. A Bank shall not thereafter be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to applyhereunder.

Replacement of Banks. If any (i) a Bank requests compensation under Sections 5.01, 5.05 or 5.06, (ii) Section 4.025.03 becomes applicable to any Bank, or if any Co-(iii) the Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank amounts pursuant to Section 4.015.04 to a particular Bank materially in excess of amounts required to be paid to the other Banks, or in connection with (iv) a Bank does not consent to the Borrower’s request for any proposed amendment, modification, termination, waiver or consent with respect amendment pursuant to any of the provisions hereof as contemplated by Section 10.01, the consent of 12.04 (but only if the Majority Banks shall have been obtained but the consent of one or more of consented to such other Banks whose consent is required shall not have been obtainedamendment), or with respect to any Bank during such time as such (v) a Bank is a Defaulting Bankin default under its obligations pursuant to Section 2 hereof, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions restrictions, including required consents, contained in, and consents required by, in Section 10.0812.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such assumes those obligations (which assignee may be another Bank, if a ); provided that (i) such Bank accepts such assignment), provided that: (a) Such Bank shall have received receives payment from the assignee or from the Borrower of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable obligations owing to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee such Bank (to the extent of such the outstanding principal and principal, accrued interest and feesfees included in those obligations); , together with any additional amounts due pursuant to Section 5.01, 5.05 or 5.06 (bin the case of all other amounts so included) and (ii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 5.01, 5.05 or payments required to be made pursuant to Section 4.015.06, such assignment will shall result in a reduction in such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Lawspayments. A Bank shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Bank of its right under Section 5.01, 5.03, 5.05 or otherwise5.06, as applicable, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease have ceased to applyapply or if a Bank determines in its sole discretion, that such transfer would result in additional costs not indemnified by the Borrower and notifies the Borrower of such additional costs together with a reasonably detailed description of such additional costs; provided that if the Borrower subsequently agrees to indemnify such Bank for such costs, such Bank shall be required to make such assignment.

Replacement of Banks. If any Bank requests compensation under Section 4.02or the Issuing Bank (an “Affected Bank”) (a) (i) makes demand upon a Borrower for (or if a Borrower is otherwise required to pay) amounts pursuant to §6.7, §6.8 or §19, (ii) is unable to make or maintain LIBOR Rate Loans as a result of a condition described in §6.6, (iii) defaults in its obligation to make Loans, or if any Co-Borrower is required to pay any additional amount to any accept and purchase Bankers’ Acceptances or reimburse the Issuing Bank or any Governmental Authority for the account amount of each draft paid under any Letter of Credit or fails to comply with the provisions of §2.17 or §14 with respect to making dispositions and arrangements with the other Banks, where such Bank’s share of any Bank pursuant payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to Section 4.01all of the Banks, in each case in accordance with the terms of this Agreement or (iv) is otherwise a Defaulting Bank, or in connection with (b) fails to approve any proposed amendment, modification, termination, waiver or consent with respect to requested by any Borrower and such amendment, waiver or consent has received the written approval of the provisions hereof as contemplated by Section 10.01, the consent of not less than the Majority Banks shall have been obtained Banks, but also requires the consent of one or more approval of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Affected Bank, then the Co-Borrowers in each case, such Borrower may, at their its sole expense and effort, upon within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing such Borrower to be required to pay such Bank compensation or causing §6.6 to be applicable), or default, as the case may be, by notice (a “Replacement Notice”) in writing to the Agents and the Agentsuch Affected Bank, require such Affected Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08§21), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the applicable Agent, the applicable Swing Line Lender, and, for each assignment of a Domestic Commitment hereunder, the Issuing Bank, shall have consented to such assignment in writing (in each case, such consent not to be unreasonably withheld); (b) such Borrower shall have paid to the Administrative Agent the assignment fee specified in §21; (c) such Affected Bank shall have received payment of an amount equal to the outstanding principal of its Loans and Loans, L/C AdvancesAdvances and purchased Bankers’ Acceptances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or such Borrower (in the case of all other amounts); (bd) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.01clause (i) of this §6.14, such assignment will result in a reduction in such compensation or payments thereafter; and (ce) such assignment does not conflict with applicable LawsLaws or provisions hereunder. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-such Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.02Sections 3.4 or 3.5, or if any Co-(b) the Borrower is required to pay any additional amount amounts to any Bank or any Governmental Authority Agency for the account of any Bank pursuant to Section 4.013.9, (c) any Bank is a Defaulting Bank or in connection with (d) any proposed Bank fails to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof as contemplated by Section 10.01, the consent of Loan Document in which the Majority Banks shall have been obtained already consented to such amendment, waiver or modification but the consent of one each Bank (or more of such other Banks whose consent each Bank directly affected thereby, as applicable) is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bankthereto, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0811.9(b)), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank that is not a Defaulting Bank, if a such Bank accepts such assignment), ; provided that: (a1) Such the Administrative Agent shall have received the assignment fee (if any) specified in Section 11.9(b); (2) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.033.5(c)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (b3) in the case of any such assignment resulting from a claim for compensation under Section 4.02 3.5(c) or payments required to be made pursuant to Section 4.013.9, such assignment will result in a reduction in such compensation or payments thereafter; and; (c4) such assignment does not conflict with applicable Lawslaw; and (5) in the case of any assignment pursuant to clause (d) of this Section 3.16, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If (i) a Bank (a “Non-Consenting Bank”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Majority Banks as provided in Section 11.1 but requires unanimous consent of all Banks or, as applicable, all Banks directly affected thereby, (ii) any Bank is a Defaulting Bank or (iii) any Bank requests compensation under Section 4.02Sections 2.17, 2.18 or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank2.19, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0810.1), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.3.3; (b) such Bank shall have received payment of an amount equal to its Pro Rata Share of the outstanding principal of its Loans and Revolving Credit Loans, L/C AdvancesObligations and Swing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (Documents, including any amounts under Section 4.03Sections 2.17, 2.18. 2.19 or 2.20) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (bc) such assignment does not conflict with applicable laws; and (d) in the case of any such assignment resulting from a claim for compensation under Section 4.02 Non-Consenting Bank’s failure to consent to a proposed change, waiver, discharge or payments required termination with respect to be made any Loan Document, the applicable replacement bank or financial institution shall have consented to the proposed change, waiver, discharge or termination. The failure by any Non-Consenting Bank or Defaulting Bank to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Bank and the mandatory assignment of such Bank’s portion of the outstanding Revolving Credit Loans, L/C Obligations and Swing Line Loans pursuant to this Section 4.01, 10.4 shall nevertheless be effective without the execution by such assignment will result in a reduction in such compensation or payments thereafter; and (c) such assignment does not conflict with applicable LawsBank of an Assignment and Assumption. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation under Section 4.022.11, or if any Co-the Borrower is required to pay any additional amount to any Bank or any Governmental Authority Person for the account of any Bank pursuant to Section 4.012.12, or in connection with if any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting BankBank or a Non-Consenting Bank (as defined below in this Section 2.14), then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.089.06), all of its interests, rights and obligations under this Agreement and the related Loan Credit Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the Assignee shall have paid to the Administrative Agent the assignment fee specified in Section 9.06(a); (b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans Advances and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Credit Documents (including any amounts under Section 4.032.11 and 2.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 2.11 or payments required to be made pursuant to Section 4.012.12, such assignment will result in a reduction in such compensation or payments thereafter; and (cd) such assignment does not conflict with applicable LawsGovernmental Rules. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. In the event that (i) the Borrower or the Administrative Agent requests that the Banks consent to a waiver of any provision of the Credit Documents or agree to any amendment thereto, (ii) such consent or amendment requires the agreement of all of the Banks in accordance with the terms of Section 9.01 and (iii) at least the Majority Banks have agreed to such consent or amendment, then any Bank that does not agree to such consent or amendment shall be a "Non-Consenting Bank".

Replacement of Banks. (a) If (i) any Bank requests compensation under Section 4.02payment of, or if any Co-the Borrower is otherwise required to pay any additional amount to any Bank, any amount pursuant to ‎Section 8.01(b) or ‎Section 8.03, (ii) any Bank becomes a Defaulting Bank or any Governmental Authority for the account of (iii) any Bank notifies the Administrative Agent pursuant to Section 4.018.02 of its inability to make, maintain or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bankfund Euro-Dollar Loans, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08)recourse, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations Assignee (which assignee Assignee may be another Bank, if a such other Bank accepts agrees to accept such assignment) that shall assume such obligations pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto which shall be executed by such Assignee and (except as otherwise provided in this) ‎Section 2.18(a) such transferor Bank; provided, that (A) the Borrower shall have received (NY) 27011/233/CA/JPM.CA.doc the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), provided that: which consent shall not unreasonably be withheld, conditioned or delayed, (aB) Such such transferor Bank shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C AdvancesObligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) in each case, if any), from the assignee Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); , which amounts shall be the only amounts payable to such transferor Bank in respect of such assignment and delegation, (bC) any Bank being replaced pursuant to this ‎Section 2.18(a) shall be deemed to have granted to the Administrative Agent the authority to act as its attorney-in-fact solely for the purpose of executing such Assignment and Assumption Agreement, and (D) in the case of any such assignment and delegation resulting from a request or claim for compensation payment under Section 4.02 or payments required to be made pursuant to Section 4.01‎Section 8.03, such assignment will result in a reduction in any payments due to such compensation or payments thereafter; and (c) transferor Bank on a dollar-for-dollar basis to the extent that such assignment does not conflict with applicable Lawseliminates or reduces the amount that such transferor Bank is entitled to receive under ‎Section 8.03. A Bank shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. Upon execution and delivery by the Assignee and (except as otherwise provided in this ‎Section 2.18(a)) the transferor Bank of the Assignment and Assumption Agreement referred to above and payment by such Assignee to such transferor Bank of the amount (if any) payable by such Assignee pursuant to clause (B) above: (1) such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment equal to such transferor Bank’s Commitment immediately prior to the effectiveness of such assignment and delegation (or, if there is more than one Assignee, the respective portion of such Commitment agreed to be assumed by each such Assignee). Upon the consummation of any such assignment and delegation, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with ‎Section 2.16. In connection with any assignment pursuant to this ‎Section 2.18(a), (I) the Borrower shall cause to be paid to the Administrative Agent an administrative fee for processing such assignment in the amount of $3,500, and (II) notwithstanding anything to the contrary set forth herein, if the transferor Bank does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption Agreement reflecting such assignment within five Domestic Business Days of the date on which the Assignee executes and delivers such Assignment and Assumption Agreement to the transferor Bank, then such transferor Bank shall be deemed to have executed and delivered such Assignment and Assumption Agreement. (NY) 27011/233/CA/JPM.CA.doc (b) If (i) any Bank requests payment of, or the Borrower is otherwise required to pay to any Bank, any amount pursuant to ‎Section 8.01(b) or ‎Section 8.03 or (ii) any Bank becomes a Defaulting Bank, the Borrower may, upon at least two Domestic Business Days’ written notice to the Administrative Agent, and provided that no Default or Event of Default has occurred and is continuing, terminate the Commitment of such Bank (without affecting the Commitment of any other Bank) and, in connection therewith, prepay the outstanding Loans and L/C Advances of such Bank in full at par, together with accrued interest thereon, accrued fees and any other amounts payable hereunder for the account of such Bank; provided that in connection with such termination, the parties hereto shall comply with the procedures set forth in ‎Section 2.19(a)(iv) (it being understood that for purposes of this proviso, such Bank shall be deemed to be a Defaulting Bank). Any such prepayment pursuant to this ‎Section 2.18(b) shall be subject to the provisions of ‎Section 2.14 hereof. (c) With respect to a demand for compensation from a Bank pursuant to ‎Section 8.03(a), the Borrower’s rights under ‎Section 2.18(a) shall be an alternative to the Borrower’s rights under ‎Section 8.04.

Replacement of Banks. If any the Borrower is entitled to replace a Bank requests compensation under pursuant to the provisions of Section 4.022A.1(c), Section 8.6 or Section 10.5 or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank or a Non‑Consenting Bank, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0810.6), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15, 2A.6, 8.3 and 8.4) and obligations under this Agreement and the related Loan Credit Documents to an assignee Eligible Transferee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.6(c); (b) such Bank shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C AdvancesUnpaid Drawings, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Credit Documents (including any amounts under Section 4.032.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 2A.1(c) or 8.3 or payments required to be made pursuant to Section 4.018.4, such assignment will result in a reduction in such compensation or payments thereafter; and; (cd) such assignment does not conflict with applicable Lawslaws; and (e) in the case of an assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If (i) any Bank or any participant of such Bank requests compensation under Section 4.028.03, or (ii) if any Co-the Borrower is required to pay any additional amount to any Bank or any Governmental Authority participant of such Bank or any governmental authority for the account of any Bank or any participant of such Bank pursuant to Section 4.018.04, or in connection with (iii) if such Bank has failed to consent to any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, hereunder requiring the consent of all Banks or all Banks directly affected thereby as to which the Majority Required Banks shall or the majority of Banks directly affected thereby have been obtained but the given their consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such (iv) a Bank is a Defaulting Bank (each, a “Non-Consenting Bank”) or if any other circumstance exists hereunder that gives the Borrower the right to replace a Bank as a party hereto, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0810.06), all of its interests, rights and obligations under this Agreement and the related Loan Financing Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that:: NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement (a) Such the Borrower shall have paid to the Agent the assignment fee specified in Section 10.06(c); (b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Financing Documents (including any amounts under Section 4.032.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 8.03 or payments required to be made pursuant to Section 4.018.04, such assignment will result in a reduction in such compensation or payments thereafter; and (cd) such assignment does not conflict with applicable Lawslaws or guidelines, directed duties or requests of, or agreements with, any governmental authority (whether or not having the force of law). A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. If the Borrower elects to exercise its rights with respect to a Non-Consenting Bank pursuant to clause (iii) above, then it must exercise such rights with respect to all but not less than all such Non-Consenting Banks. Each Bank agrees that, if it becomes a Non-Consenting Bank, it shall execute and deliver to the Agent an Assignment an Assumption to evidence such sale and purchase and shall deliver to the Agent any Note (if the assigning Bank’s Loans are evidenced by Notes) subject to such Assignment and Assumption; provided, however, that the failure of any Non-Consenting Bank to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.022.9 (Increased Costs) or asserts, or if any Co-pursuant to Section 2.9(d) that it is unlawful for such Bank to make Eurodollar Rate Loans, (b) the Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.012.11 (Taxes), (c) any Bank defaults in its obligation to fund Loans hereunder, or in connection with any proposed amendment, modification, termination, waiver or consent (d) with respect to of any Bank that does not approve any amendment or waiver of any provision of any Loan Document that requires the unanimous consent of all of the provisions hereof as contemplated Banks pursuant to Section 12.1 (Amendments; Waivers, Etc.), if such amendment or waiver is agreed to by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting BankRequired Banks, then the Co-Borrowers Borrower may, at their its sole expense and effortexpense, upon prior notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, in Section 12.14 (Sale and consents required by, Section 10.08Assignment)), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) to the extent required under Section 12.14 (Sale and Assignment), provided that: the Borrower shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, (aii) Such such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees); ) or the Borrower (bin the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 2.9 (Increased Costs) or payments required to be made pursuant to Section 4.012.11 (Taxes), such assignment will result in a reduction in such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Lawspayments. A Bank shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If (i) any Bank requests compensation under Section 4.02payment of, or if any Co-the Borrower is otherwise required to pay any additional amount to any Bank or Bank, any Governmental Authority for the account of any Bank amount pursuant to Section 4.018.01(b) or Section 8.03, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to (ii) any Bank during such time as such Bank is becomes a Defaulting BankBank or (iii) any Bank notifies the Administrative Agent pursuant to Section 8.02 of its inability to make, maintain or fund Euro-Dollar Loans, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08)recourse, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations Assignee (which assignee Assignee may be another Bank, if a such other Bank accepts agrees to accept such assignment) that shall assume such obligations pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto which shall be executed by such Assignee and (except as otherwise provided in this Section 2.18) such transferor Bank; provided, that (A) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), provided that: which consent shall not unreasonably be withheld, conditioned or delayed, (aB) Such such transferor Bank shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C AdvancesObligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) in each case, if any), from the assignee Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); , which amounts shall be the only amounts payable to such transferor Bank in respect of such assignment and delegation, (bC) any Bank being replaced pursuant to this Section 2.18 shall be deemed to have granted to the Administrative Agent the authority to act as its attorney-in-fact solely for the purpose of executing such Assignment and Assumption Agreement, and (D) in the case of any such assignment and delegation resulting from a request or claim for compensation payment under Section 4.02 or payments required to be made pursuant to Section 4.018.03, such assignment will result in a reduction in any payments due to such compensation or payments thereafter; and (c) transferor Bank on a dollar-for-dollar basis to the extent that such assignment does not conflict with applicable Lawseliminates or reduces the amount that such transferor Bank is entitled to receive under Section 8.03. A Bank shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. With respect to a demand for compensation from a Bank pursuant to Section 8.03(a), the Borrower’s rights under this Section 2.18 shall be an alternative to the Borrower’s rights under Section 8.04. Upon execution and delivery by the Assignee and (except as otherwise provided in this Section 2.18) the transferor Bank of the Assignment and Assumption Agreement referred to above and payment by such Assignee to such transferor Bank of the amount (if any) payable by such Assignee pursuant to clause (B) above: (1) such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment equal to such transferor Bank’s Commitment immediately prior to the effectiveness of such assignment and delegation (or, if there is more than one Assignee, the respective portion of such Commitment agreed to be assumed by each such Assignee). Upon the consummation of any such assignment and delegation, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 2.16. In connection with any assignment pursuant to this Section 2.18, (I) the Borrower shall cause to be paid to the Administrative Agent an administrative fee for processing such assignment in the amount of $3,500, and (II) notwithstanding anything to the contrary set forth herein, if the transferor Bank does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption Agreement reflecting such assignment within five Domestic Business Days of the date on which the Assignee executes and delivers such Assignment and Assumption Agreement to the transferor Bank, then such transferor Bank shall be deemed to have executed and delivered such Assignment and Assumption Agreement. Notwithstanding the foregoing or anything to the contrary herein, the Borrower may terminate the unfunded Commitment of any Defaulting Bank (whether or not such Defaulting Bank has made any Loans), without affecting Commitments of any non-Defaulting Bank.

Replacement of Banks. If any Bank is affected by the events or circumstances described in Sections 4.3(b) and 4.4 and requests additional compensation under Section 4.02, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any the terms of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bankthis Agreement, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Agent, (a) require such Bank to assign and delegate, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, set forth in Section 10.0812.6 hereof), all of its interests, rights rights, and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a such Bank accepts such assignment)) or (b) reduce the Commitment of such Bank which such events or circumstances described in Section 4.3(b) and Section 4.4 are in existence; provided, provided that: that (ai) Such the Borrower shall have received the prior written consent of the Agent, which consent shall not be unreasonably withheld or delayed, (ii) such Bank shall have received payment of an amount equal to the outstanding principal amount of its Loans and L/C AdvancesRevolving Credit Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent of such the outstanding principal and accrued interest and fees); ) or the Borrower (bin the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.014.3(b) or 4.4 hereof, such assignment will result in a reduction in of such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Lawspayments. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation delegations cease to apply.

Replacement of Banks. If any Bank requests compensation under Section 4.02, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, then the Co-Borrowers may, at their sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0810.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that:: 4812-0911-1547, v. 7 (a) Such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent of such outstanding principal and accrued interest and fees); (b) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.01, such assignment will result in a reduction in such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Laws. If such Bank shall refuse or fail to execute and deliver any such Assignment and Assumption prior to the effective date of such replacement as notified by the Agent, such Bank shall be deemed to have executed and delivered such Assignment and Assumption, and shall no longer be a Bank hereunder upon the payment to such Bank of an amount equal to the aggregate amount of outstanding Obligations owed to such Bank in accordance with the wire transfer instructions for such Bank on file with the Agent. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any (i) a Bank requests compensation under Sections 5.01, 5.05 or 5.06, (ii) Section 4.025.03 becomes applicable to any Bank, or if any Co-(iii) the Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank amounts pursuant to Section 4.015.04 to a particular Bank materially in excess of amounts required to be paid to the other Banks, or in connection with (iv) a Bank does not consent to the Borrower’s request for any proposed amendment, modification, termination, waiver or consent with respect amendment pursuant to any of the provisions hereof as contemplated by Section 10.01, the consent of 12.04 (but only if the Majority Banks shall have been obtained but the consent of one or more of consented to such other Banks whose consent is required shall not have been obtainedamendment), or with respect to any Bank during such time as such (v) a Bank is a Defaulting Bankin default under its obligations pursuant to SECTION 2 hereof, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions restrictions, including required consents, contained in, and consents required by, in Section 10.0812.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such assumes those obligations (which assignee may be another Bank, if a ); provided that (i) such Bank accepts such assignment), provided that: (a) Such Bank shall have received receives payment from the assignee or from the Borrower of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable obligations owing to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee such Bank (to the extent of such the outstanding principal and principal, accrued interest and feesfees included in those obligations); , together with any additional amounts due pursuant to Section 5.01, 5.05 or 5.06 (bin the case of all other amounts so included) and (ii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 5.01, 5.05 or payments required to be made pursuant to Section 4.015.06, such assignment will shall result in a reduction in such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Lawspayments. A Bank shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Bank of its right under Section 5.01, 5.03, 5.05 or otherwise5.06, as applicable, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease have ceased to applyapply or if a Bank determines in its sole discretion, that such transfer would result in additional costs not indemnified by the Borrower and notifies the Borrower of such additional costs together with a reasonably detailed description of such additional costs; provided that if the Borrower subsequently agree to indemnify such Bank for such costs, such Bank shall be required to make such assignment.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.023.3 or Sections 3.4(a) through 3.4(e), or if any Co-(b) the Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.013.8, or in connection with (c) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting BankBank or (d) any other circumstance exists hereunder that gives the Borrower the right to replace a Bank as a party hereto, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0811.8), and such Bank shall assign within 5 Business Days after the date of such notice, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8(b); (b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.033.4(f) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and including all amounts due to such Bank under Sections 3.3, 3.8, 11.3, 11.6(e) and 11.10, but subject to the provisions of clause (c) below); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 Sections 3.4(a) through 3.4(f) or payments required to be made pursuant to Section 4.013.8, such assignment will result in a reduction in such compensation or payments thereafter; and (cd) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. (a) If any Bank requests compensation under Section 4.028.03, or if the obligation of any Bank to make Euro-Dollar Loans has been suspended pursuant to Section 8.02, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, or if any Bank is a Non-Extending Bank for any extension of the Termination Date, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegatedelegate without unreasonable delay, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.089.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (ai) Such the Borrower shall have paid to the Agent the assignment fee specified in Section 9.06(c) (except as otherwise provided herein); provided that any Defaulting Bank that has on more than one occasion failed to fund any portion of the Loans required to be funded by it hereunder within one Domestic Business Day of the date required to be funded by it hereunder shall pay to the Agent the assignment fee specified in Section 9.06(c); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.032.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation by a Bank under Section 4.02 or payments required to be made pursuant to Section 4.018.03, such assignment will result in a reduction in such compensation or payments that would otherwise result thereafter; and (civ) such assignment does not conflict with applicable Lawslaws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. (b) In the event any Bank fails to approve any amendment, waiver or consent requested by the Borrower pursuant to Section 9.05 that has received the written approval of not less than the Required Banks but also requires the approval of such Bank (any such Bank, a “Restricted Bank”), so long as no Default or Event of Default shall have occurred and be continuing and the Borrower has obtained a commitment (in an amount not less than the entire amount of such Restricted Bank’s Commitment) from one or more Banks or Assignees to become a Bank for all purposes hereunder (such Bank or Banks referred to as the “Replacement Bank”), the Borrower may cause such Restricted Bank to be replaced by, and to assign all its rights and obligations under this Agreement (including its Commitment and its outstanding Loans) pursuant to Section 9.06 to, such Replacement Bank. Such Restricted Bank agrees to execute and to deliver to the Agent one or more Assignment and Assumption Agreements with such Replacement Bank as provided in Section 9.06 upon payment at par of all principal, accrued interest, accrued fees and other amounts accrued or owing under this Agreement to such Restricted Bank, and such Replacement Bank shall pay to the Agent the assignment fee specified in Section 9.06(c) in connection with such assignment. The Restricted Bank making such assignment will be entitled to compensation for any expenses or other amounts which would be owing to such Restricted Bank pursuant to any indemnification provision hereof (including, if applicable, Section 2.13) as if the Borrower had prepaid the Loans of such Bank (and terminated its Commitment, if applicable) rather than such Restricted Bank having assigned its interest hereunder. (c) In each case of clause (a) and (b) above, the Agent shall distribute an amended schedule of Commitments, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Banks and adjustments of their respective Commitments and/or shares thereof resulting from any such replacement. (d) This section shall supersede any provision in Section 9.05 to the contrary.

Replacement of Banks. If (i) any Bank or any participant of such Bank requests compensation under Section 4.028.03, or (ii) if any Co-the Borrower is required to pay any additional amount to any Bank or any Governmental Authority participant of such Bank or any governmental authority for the account of any Bank or any participant of such Bank pursuant to Section 4.018.04, or in connection with (iii) if such Bank has failed to consent to any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, hereunder requiring the consent of all Banks or all Banks directly affected thereby as to which the Majority Required Banks shall or the majority of Banks directly affected thereby have been obtained but given their consent (each, a “Non-Consenting Bank”) or if any other circumstance exists hereunder that gives the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect Borrower the right to any replace a Bank during such time as such Bank is a Defaulting Bankparty hereto, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0810.06), all of its interests, rights and obligations under this Agreement and the related Loan Financing Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the Borrower shall have paid to the Agent the assignment fee specified in Section 10.06(c); (b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Financing Documents (including any amounts under Section 4.032.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 8.03 or payments required to be made pursuant to Section 4.018.04, such assignment will result in a reduction in such compensation or payments thereafter; and (cd) such assignment does not conflict with applicable Lawslaws or guidelines, directed duties or requests of, or agreements with, any governmental authority (whether or not having the force of law). A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. If the Borrower elects to exercise its rights with respect to a Non-Consenting Bank pursuant to clause (iii) above, then it must exercise such rights with respect to all but not less than all such Non-Consenting Banks.”

Replacement of Banks. If any Bank requests compensation under Section 4.022.11, or if any Co-Borrower is the Borrowers are required to pay any Indemnified Taxes or additional amount amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.012.12 and, in each case, such Bank has declined or is unable to designate a different lending office in accordance with Section 2.13, or in connection with if any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Lender or a Non-Consenting Bank, then the Co-Borrowers may, at their sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0810.9), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.11 or Section 2.12) and obligations under this Agreement and the related other Loan Documents to an assignee eligible to become an assignee pursuant to Section 10.9 that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (ai) Such the Borrowers shall have paid to the Agent the assignment fee specified in Section 10.9; (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C AdvancesBorrowings, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent of such outstanding principal and accrued interest and fees)Documents; (biii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 2.11 or payments required to be made pursuant to Section 4.012.12, such assignment will result in a reduction in such compensation or payments thereafter; and (civ) such assignment does not conflict with applicable Lawslaw. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower the Borrowers to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests (an "Affected Bank") shall have (i) failed to fund any Revolving Credit Loan that such Bank is obligated to fund hereunder and such failure has not been cured, (ii) requested compensation from the Borrower under Section 4.02Sections 2.13 or 2.17 to recover costs or taxes incurred by such Bank which are not being incurred generally by the other Banks, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank (iii) given notice pursuant to Section 4.01, Sections 2.12 or in connection with any proposed amendment, modification, termination, waiver 2.14 that such Bank has suspended the Borrower's right to elect Eurodollar Loans from such Bank for reasons not generally applicable to the other Banks or consent with respect (iv) failed to any of approve the provisions hereof as contemplated by Section 10.01, the consent recommended Total Borrowing Base and Available Borrowing Base of the Majority Banks shall have been obtained but Banks, then, in any such case and in addition to any other rights or remedies available to the consent Borrower, the Borrower may give written notice to such Affected Bank of the occurrence of an event set forth in subsections (i), (ii), (iii) or (iv) of this Section 2.22, and during the sixty (60) day period following such notice, the Borrower may make written demand on such Affected Bank (with a copy to Agent and each other Bank), for such Affected Bank to assign to one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is financial institutions (a Defaulting "Replacement Bank, then the Co-Borrowers may, at their sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08"), all of its interests, such Affected Bank's rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee (such Affected Bank's Commitment and all Revolving Credit Loans owing to the extent of such outstanding principal and accrued interest and feesAffected Bank); (b) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.01, provided, such assignment will result shall be consummated in a reduction in accordance with and shall be subject to the terms of Section 10.9). Pursuant to Section 10.9, upon any such compensation or payments thereafter; and (c) assignment, such assignment does not conflict with applicable Laws. A Affected Bank shall cease to be a party hereto, provided, however, such Affected Bank shall continue to be entitled to the benefits of Sections 2.13, 2.15, 2.17 and 8.4 accruing with respect to such Affected Bank prior to such assignment, as well as any fees accrued for its account and not yet paid. If an Eligible Assignee cannot be required obtained within the sixty (60) day period following said notice to make the Affected Bank, to assume the Commitment of such Affected Bank, and provided that no Default or Event of Default shall have occurred and be continuing, then the Borrower may prepay immediately all Revolving Credit Loans of such Affected Bank and terminate such Affected Bank's entire Commitment hereunder provided, however, that in the event the Borrower makes any prepayment pursuant to this sentence, then on the date of such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwiseprepayment, the circumstances entitling a Co-Borrower to require Total Commitment of the Banks shall be permanently reduced by the amount of such assignment Affected Bank's Commitments and delegation cease to applythe Commitment Percentage of each other Bank shall be redetermined based upon the amount each such other Bank's Commitment is of the Total Commitment as so reduced.

Replacement of Banks. If any Bank requests compensation under Section 4.028.03, or if any Co-Borrower the Company is required to pay any Indemnified Taxes or additional amount amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.018.04 and, in each case, such Bank has declined or is unable to designate a different Lending Office in accordance with Section 8.03(d) or Section 8.04(m), or in connection with if any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Non-Consenting Bank, then the Co-Borrowers Company may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.089.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 8.03 or Section 8.04) and obligations under this Agreement and the related Loan Documents to an assignee Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (ai) Such the Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.06(c); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.032.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 8.03 or payments required to be made pursuant to Section 4.018.04, such assignment will result in a reduction in such compensation or payments thereafter; and; (civ) such assignment does not conflict with applicable Lawslaw; and (v) in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower the Company to require such assignment and delegation cease to apply.. Each party hereto agrees that (a) an assignment required pursuant to this Section 8.06 may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee and (b) the Bank required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Bank, provided, further that any such documents shall be without recourse to or warranty by the parties thereto. Notwithstanding anything in this Section to the contrary, the Bank that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 7.09

Replacement of Banks. If any Bank requests compensation under Section 4.02Sections 3.2 or 4.7, or if any Co-Borrower is required Bank defaults in its obligation to pay any additional amount to any Bank fund Loans hereunder, or any Governmental Authority for the account of any Bank otherwise has given notice pursuant to Section 4.01Sections 3.2, 3.3 or 3.4 (unless in connection with any proposed amendment, modification, termination, waiver each case the basis for such request or consent with respect notice is generally applicable to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bankall Banks), then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the AgentAgent within 90 days of such request or notice, if no Default or Event of Default exists, require such Bank to assign and delegate, without recourse delegate (in accordance with and subject to the restrictions contained in, and consents required by, in Section 10.0813.10), all of its interests, rights and obligations under this Agreement and the related Canadian Term Loan Documents Facility to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Agent, provided that: which consent shall not unreasonably be withheld, (aii) Such such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advancesparticipations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Canadian Term Loan Documents (including any amounts under Section 4.03) Facility, from the assignee (to the extent of such outstanding principal and accrued interest and fees); ) or the Borrower (bin the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 Sections 3.2 or payments required to be made pursuant to Section 4.014.7, such assignment will result in a reduction in such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Lawspayments. A Bank shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation under Section 4.023.01 or 3.02, or if any Co-Borrower is required requires the Company to pay any Indemnified Taxes or additional amount amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.013.06, and, in each case, such Bank has declined or is unable to designate a different lending office in accordance with Section 3.07(a) (each such Bank, an “Increased Cost Bank”), or in connection with if any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank or a Non-Consenting Bank, then the Co-Borrowers Company may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01, 3.02 or 3.06) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (ai) Such the Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.08; (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advancesparticipations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.033.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 3.01 or payments required to be made pursuant to Section 4.013.02, such assignment will result in a reduction in such compensation or payments thereafter; and; (civ) such assignment does not conflict with applicable Laws. A law; and (v) in the case of any assignment resulting from a Bank shall not be required to make any such assignment or delegation if, prior thereto, as becoming a result of a waiver by such Bank or otherwiseNon-Consenting Bank, the circumstances entitling a Co-Borrower applicable assignee shall have consented to require such assignment and delegation cease to applythe applicable amendment, waiver or consent.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.02Sections 3.6(a) through 3.6(f), or if any Co-(b) the Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.013.10, or in connection with (c) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, (d) any Non-Consenting Bank or (e) any other circumstance exists hereunder that gives the Borrower the right to replace a Bank as a party hereto, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0811.8), and such Bank shall assign within five (5) Business Days after the date of such notice, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8(b); (b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.033.6(f) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and including all amounts due to such Bank under Sections 3.10, 11.3, 11.6(e) and 11.10, but subject to the provisions of clause (c) below); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 Sections 3.6(a) through 3.6(f) or payments required to be made pursuant to Section 4.013.10, such assignment will result in a reduction in such compensation or payments thereafter; and (cd) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. (a) If (i) any Bank requests compensation under Section 4.02payment of, or if any Co-the Borrower is otherwise required to pay any additional amount to any Bank or Bank, any Governmental Authority for the account of any Bank amount pursuant to Section 4.018.01(b) or Section 8.03, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to (ii) any Bank during such time as such Bank is becomes a Defaulting BankBank or (iii) any Bank notifies the Administrative Agent pursuant to Section 8.02 of its inability to make, maintain or fund Euro-Dollar Loans, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08)recourse, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations Assignee (which assignee Assignee may be another Bank, if a such other Bank accepts agrees to accept such assignment) that shall assume such obligations pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto which shall be executed by such Assignee and (except as otherwise provided in this) Section 2.18(a) such transferor Bank; provided, that (A) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), provided that: which consent shall not unreasonably be withheld, conditioned or delayed, (aB) Such such transferor Bank shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C AdvancesObligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) in each case, if any), from the assignee Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); , which amounts shall be the only amounts payable to such transferor Bank in respect of such assignment and delegation, (bC) any Bank being replaced pursuant to this Section 2.18(a) shall be deemed to have granted to the Administrative Agent the authority to act as its attorney-in-fact solely for the purpose of executing such Assignment and Assumption Agreement, and (D) in the case of any such assignment and delegation resulting from a request or claim for compensation payment under Section 4.02 or payments required to be made pursuant to Section 4.018.03, such assignment will result in a reduction in any payments due to such compensation or payments thereafter; and (c) transferor Bank on a dollar-for-dollar basis to the extent that such assignment does not conflict with applicable Lawseliminates or reduces the amount that such transferor Bank is entitled to receive under Section 8.03. A Bank shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. Upon execution and delivery by the Assignee and (except as otherwise provided in this Section 2.18(a)) the transferor Bank of the Assignment and Assumption Agreement referred to above and payment by such Assignee to such transferor Bank of the amount (if any) payable by such Assignee pursuant to clause (B) above: (1) such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment equal to such transferor Bank’s Commitment immediately prior to the effectiveness of such assignment and delegation (or, if there is more than one Assignee, the respective portion of such Commitment agreed to be assumed by each such Assignee). Upon the consummation of any such assignment and delegation, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 2.16. In connection with any assignment pursuant to this Section 2.18(a), (I) the Borrower shall cause to be paid to the Administrative Agent an administrative fee for processing such assignment in the amount of $3,500, and (II) notwithstanding anything to the contrary set forth herein, and without limiting the authority set forth in the immediately preceding clause (C), if the transferor Bank does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption Agreement reflecting such assignment within five Domestic Business Days of the date on which the Assignee executes and delivers such Assignment and Assumption Agreement to the transferor Bank, then such transferor Bank shall be deemed to have executed and delivered such Assignment and Assumption Agreement. (b) If (i) any Bank requests payment of, or the Borrower is otherwise required to pay to any Bank, any amount pursuant to Section 8.01(b) or Section 8.03 or (ii) any Bank becomes a Defaulting Bank, the Borrower may, upon at least two Domestic Business Days’ written notice to the Administrative Agent, and provided that no Default or Event of Default has occurred and is continuing, terminate the Commitment of such Bank (without affecting the Commitment of any other Bank) and, in connection therewith, prepay the outstanding Loans and L/C Advances of such Bank in full at par, together with accrued interest thereon, accrued fees and any other amounts payable hereunder for the account of such Bank; provided that in connection with such termination, the parties hereto shall comply with the procedures set forth in Section 2.19(a)(iv) (it being understood that for purposes of this proviso, such Bank shall be deemed to be a Defaulting Bank). Any such prepayment pursuant to this Section 2.18(b) shall be subject to the provisions of Section 2.14 hereof. (c) With respect to a demand for compensation from a Bank pursuant to Section 8.03(a), the Borrower’s rights under Section 2.18(a) shall be an alternative to the Borrower’s rights under Section 8.04.

Replacement of Banks. If any Bank requests compensation under Section 4.028.03, or if the obligation of any Bank to make Euro-Dollar Loans has been suspended pursuant to Section 8.02, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, or if any Bank is a Non-Extending Bank for any extension of the Termination Date, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegatedelegate without unreasonable delay, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.089.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (ai) Such the Borrower shall have paid to the Agent the assignment fee specified in Section 9.06(c) (except as otherwise provided herein); provided that any Defaulting Bank shall pay to the Agent the assignment fee specified in Section 9.06(c); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.032.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation by a Bank under Section 4.02 or payments required to be made pursuant to Section 4.018.03, such assignment will result in a reduction in such compensation or payments that would otherwise result thereafter; and (civ) such assignment does not conflict with applicable Lawslaws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.023.5 or Sections 3.6(a) through 3.6(e), or if (b) any CoBank is a Non-Extending Bank under Section 2.9, (c) the Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.013.10, or in connection with (d) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting BankBank or (e) any other circumstance exists hereunder that gives the Borrower the right to replace a Bank as a party hereto, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0811.8), and such Bank shall assign within 5 Business Days after the date of such notice, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8(b); (b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.033.6(f) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and including all amounts due to such Bank under Sections 3.5, 3.10, 11.3, 11.6(e) and 11.10, but subject to the provisions of clause (c) below); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 Sections 3.6(a) through 3.6(e) or payments required to be made pursuant to Section 4.013.10, such assignment will result in a reduction in such compensation or payments thereafter; and (cd) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests (an "Affected Bank") -------------------- ------------- shall have (i) failed to fund any Loan that such Bank is obligated to fund hereunder and such failure has not been cured, (ii) requested compensation from Borrower under Section 4.02Sections 2.15 or 2.19 to recover costs or taxes incurred by such ------------- ---- Bank which are not being incurred generally by the other Banks, (iii) given notice pursuant to Sections 2.14 or if 2.16 that such Bank has suspended Borrower's ------------- ---- right to elect LIBOR Loans from such Bank for reasons not generally applicable to the other Banks or (iv) failed to approve the recommended Borrowing Base of the Required Banks, then, in any Co-Borrower is required to pay any additional amount such case and in addition to any other rights or remedies available to Borrower, Borrower may give written notice to such Affected Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by occurrence of an event set forth in subsections (i), (ii), (iii) or (iv) of this Section 10.012.22, and during the consent of the Majority Banks shall have been obtained but the consent of sixty (60) day period ------------ following such notice, Borrower may make written demand on such Affected Bank (with a copy to Agent and each other Bank), for such Affected Bank to assign to one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is financial institutions (a Defaulting "Replacement Bank, then the Co-Borrowers may, at their sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08"), all of its interests, such Affected ---------------- Bank's rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee (such Affected Bank's Commitment and all Loans owing to the extent of such outstanding principal and accrued interest and feesAffected Bank); (b) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.01, provided, such assignment will result shall be consummated in a reduction in such compensation or payments thereafter; and (c) such assignment does not conflict accordance with applicable Laws. A Bank and -------- shall not be required subject to make any such assignment or delegation if, prior thereto, as a result the terms of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to applySection 9.10).

Replacement of Banks. If (a) any Bank requests compensation under Section 4.0213.3, (b) the obligation of any Bank to make Eurodollar Loans or if any Co-continue Loans as Eurodollar Loans has been suspended pursuant to Section 13.4, (c) Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.0113.5, or in connection with (d) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting BankBank or (e) any Bank has voted against an amendment, modification or waiver of any provision of this Agreement proposed by Borrower, which proposed amendment, modification or waiver (i) was approved by Banks representing no less than 90% of the aggregate Commitments (or, following termination or expiration of the Commitments, the Outstanding Revolving Credit) but (ii) required the approval of all Banks and did not get such approval, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 10.0814.8(c), ) all of its interests, rights and obligations under this Agreement at par (plus all accrued and the related Loan Documents unpaid interest and fees) to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided, provided that: (a) Such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent of such outstanding principal and accrued interest and fees); (b) that in the case of any such assignment resulting from a claim request for compensation under Section 4.02 13.3, the suspension of an obligation to make Eurodollar Loans or payments required to be made pursuant to continue Loans as Eurodollar Loans under Section 4.0113.4, or the requirement that the Borrower pay any additional amount under Section 13.5, such assignment will result in a reduction of such compensation, a resumption of such obligation in whole or in part, or the reduction of such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior theretopayments, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to applyapplicable.

Replacement of Banks. (a) If (i) any Bank requests compensation under Section 4.02payment of, or if any Co-the Borrower is otherwise required to pay any additional amount to any Bank or Bank, any Governmental Authority for the account of any Bank amount pursuant to Section 4.012.07(c)(ii) or Section 8.03, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to (ii) any Bank during such time as such Bank is becomes a Defaulting Bank, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08)recourse, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations Assignee (which assignee Assignee may be another Bank, if a such other Bank accepts agrees to accept such assignment) that shall assume such obligations pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit D hereto which shall be executed by such Assignee and (except as otherwise provided in this) Section 2.18(a) such transferor Bank; provided, that (A) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), provided that: which consent shall not unreasonably be withheld, conditioned or delayed, (aB) Such such transferor Bank shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C AdvancesObligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) in each case, if any), from the assignee Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); , which amounts shall be the only amounts payable to such transferor Bank in respect of such assignment and delegation, (bC) any Bank being replaced pursuant to this Section 2.18(a) shall be deemed to have granted to the Administrative Agent the authority to act as its attorney-in-fact solely for the purpose of executing such Assignment and Assumption Agreement, and (D) in the case of any such assignment and delegation resulting from a request or claim for compensation payment under Section 4.02 or payments required to be made pursuant to Section 4.018.03, such assignment will result in a reduction in any payments due to such compensation or payments thereafter; and (c) transferor Bank on a dollar-for-dollar basis to the extent that such assignment does not conflict with applicable Lawseliminates or reduces the amount that such transferor Bank is entitled to receive under Section 8.03. A Bank shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. Upon execution and delivery by the Assignee and (except as otherwise provided in this Section 2.18(a)) the transferor Bank of the Assignment and Assumption Agreement referred to above and payment by such Assignee to such transferor Bank of the amount (if any) payable by such Assignee pursuant to clause (B) above: (1) such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment equal to such transferor Bank’s Commitment immediately prior to the effectiveness of such assignment and delegation (or, if there is more than one Assignee, the respective portion of such Commitment agreed to be assumed by each such Assignee). Upon the consummation of any such assignment and delegation, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 2.16. In connection with any assignment pursuant to this Section 2.18(a), (I) the Borrower shall cause to be paid to the Administrative Agent an administrative fee for processing such assignment in the amount of $3,500, and (II) notwithstanding anything to the contrary set forth herein, and without limiting the authority set forth in the immediately preceding clause (C), if the transferor Bank does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption Agreement reflecting such assignment within five Domestic Business Days of the date on which the Assignee executes and delivers such Assignment and Assumption Agreement to the transferor Bank, then such transferor Bank shall be deemed to have executed and delivered such Assignment and Assumption Agreement. (a) If (i) any Bank requests payment of, or the Borrower is otherwise required to pay to any Bank, any amount pursuant to Section 2.07(c)(ii) or Section 8.03 or (ii) any Bank becomes a Defaulting Bank, the Borrower may, upon at least two Domestic Business Days’ written notice to the Administrative Agent, and provided that no Default or Event of Default has occurred and is continuing, terminate the Commitment of such Bank (without affecting the Commitment of any other Bank) and, in connection therewith, prepay the outstanding Loans and L/C Advances of such Bank in full at par, together with accrued interest thereon, accrued fees and any other amounts payable hereunder for the account of such Bank; provided that in connection with such termination, the parties hereto shall comply with the procedures set forth in Section 2.19(a)(iv) (it being understood that for purposes of this proviso, such Bank shall be deemed to be a Defaulting Bank). Any such prepayment pursuant to this Section 2.18(b) shall be subject to the provisions of Section 2.14 hereof. (c) (b) With respect to a demand for compensation from a Bank pursuant to Section 8.03(a), the Borrower’s rights under Section 2.18(a) shall be an alternative to the Borrower’s rights under Section 8.04.

Replacement of Banks. If (i) any Bank or any participant of such Bank requests compensation under Section 4.028.03, or (ii) if any Co-the Borrower is required to pay any additional amount to any Bank or any Governmental Authority participant of such Bank or any governmental authority for the account of any Bank or any participant of such Bank pursuant to Section 4.018.04, or in connection with (iii) if such Bank has failed to consent to any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, hereunder requiring the consent of all Banks or all Banks directly affected thereby as to which the Majority Required Banks shall or the majority of Banks directly affected thereby have been obtained but given their consent (each, a “Non-Consenting Bank”) or if any other circumstance exists hereunder that gives the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect Borrower the right to any replace a Bank during such time as such Bank is a Defaulting Bankparty hereto, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0810.06), all of its interests, rights and obligations under this Agreement and the related Loan Financing Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the Borrower shall have paid to the Agent the assignment fee specified in Section 10.06(c); (b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Financing Documents (including any amounts under Section 4.032.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 8.03 or payments required to be made pursuant to Section 4.018.04, such assignment will result in a reduction in such compensation or payments thereafter; and (cd) such assignment does not conflict with applicable Lawslaws or guidelines, directed duties or requests of, or agreements with, any governmental authority (whether or not having the force of law). A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. If the Borrower elects to exercise its rights with respect to a Non-Consenting Bank pursuant to clause (iii) above, then it must exercise such rights with respect to all but not less than all such Non-Consenting Banks. Each Bank agrees that, if it becomes a Non-Consenting Bank, it shall execute and deliver to the Agent an Assignment an Assumption to evidence such sale and purchase and shall deliver to the Agent any Note (if the assigning Bank’s Loans are evidenced by Notes) subject to such Assignment and Assumption; provided, however, that the failure of any Non-Consenting Bank to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.02Sections 3.7 or 3.8, or if (b) any Co-Borrower is required to pay any additional amount amounts to any Bank or any Governmental Authority Agency for the account of any Bank pursuant to Section 4.013.12, (c) any Bank is a Defaulting Bank or in connection with (d) any proposed Bank fails to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof as contemplated by Section 10.01, the consent of Loan Document in which the Majority Banks shall have been obtained already consented to such amendment, waiver or modification but the consent of one each Bank (or more of such other Banks whose consent each Bank directly affected thereby, as applicable) is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bankthereto, then the Co-Borrowers Company may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0813.9(b)), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank that is not a Defaulting Bank, if a such Bank accepts such assignment), ; provided that: (a1) Such the Administrative Agent shall have received the assignment fee (if any) specified in Section 13.9(b); (2) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.033.8(c)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); (b3) in the case of any such assignment resulting from a claim for compensation under Section 4.02 3.8(c) or payments required to be made pursuant to Section 4.013.12, such assignment will result in a reduction in such compensation or payments thereafter; and; (c4) such assignment does not conflict with applicable Lawslaw; and (5) in the case of any assignment pursuant to clause (d) above, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower the Company to require such assignment and delegation cease to apply.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.0213.3, (b) the obligation of any Bank to make SOFR Loans or if any Co-continue Loans as SOFR Loans has been suspended pursuant to Section 13.4, (c) Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.0113.5 or Section 13.6, or in connection with (d) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting BankBank or (e) any Bank has voted against an amendment, modification or waiver of any provision of this Agreement proposed by Borrower, which proposed amendment, modification or waiver (i) was approved by Banks representing no less than 90% of the aggregate Commitments (or, following termination or expiration of the Commitments, the Outstanding Revolving Credit) but (ii) required the approval of all Banks and did not get such approval, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 10.08), 14.8(d) all of its interests, rights and obligations under this Agreement at par (plus all accrued and the related Loan Documents unpaid interest and fees) to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment)); provided, provided that: (a) Such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent of such outstanding principal and accrued interest and fees); (b) that in the case of any such assignment resulting from a claim request for compensation under Section 4.02 13.3, the suspension of an obligation to make SOFR Loans or payments required to be made pursuant to continue Loans as SOFR Loans under Section 4.0113.4, or the requirement that Borrower pay any additional amount under Section 13.5 or Section 13.6, such assignment will result in a reduction of such compensation, a resumption of such obligation in whole or in part, or the reduction of such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior theretopayments, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to applyapplicable.

Replacement of Banks. If any Bank requests compensation under Section 4.02, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, then the Co-Borrowers may, at their sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0810.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent of such outstanding principal and accrued interest and fees); (b) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.01, such assignment will result in a reduction in such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Laws. If such Bank shall refuse or fail to execute and deliver any such Assignment and Assumption prior to the effective date of such replacement as notified by the Agent, such Bank shall be deemed to have executed and delivered such Assignment and Assumption, and shall no longer be a Bank hereunder upon the payment to such Bank of an amount equal to the aggregate amount of outstanding Obligations owed to such Bank in accordance with the wire transfer instructions for such Lender on file with the Agent. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. (a) If (i) any Bank requests compensation under Section 4.02payment of, or if any Co-the Borrower is otherwise required to pay any additional amount to any Bank or Bank, any Governmental Authority for the account of any Bank amount pursuant to Section 4.012.07(c)(ii) or Section 8.03, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to (ii) any Bank during such time as such Bank is becomes a Defaulting Bank, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08)recourse, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations Assignee (which assignee Assignee may be another Bank, if a such other Bank accepts agrees to accept such assignment) that shall assume such obligations pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit D hereto which shall be executed by such Assignee and (except as otherwise provided in this) Section 2.18(a) such transferor Bank; provided, that (A) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), provided that: which consent shall not unreasonably be withheld, conditioned or delayed, (aB) Such such transferor Bank shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C AdvancesObligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) in each case, if any), from the assignee Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); , which amounts shall be the only amounts payable to such transferor Bank in respect of such assignment and delegation, (bC) any Bank being replaced pursuant to this Section 2.18(a) shall be deemed to have granted to the Administrative Agent the authority to act as its attorney-in-fact solely for the purpose of executing such Assignment and Assumption Agreement, and (D) in the case of any such assignment and delegation resulting from a request or claim for compensation payment under Section 4.02 or payments required to be made pursuant to Section 4.018.03, such assignment will result in a reduction in any payments due to such compensation or payments thereafter; and (c) transferor Bank on a dollar-for-dollar basis to the extent that such assignment does not conflict with applicable Lawseliminates or reduces the amount that such transferor Bank is entitled to receive under Section 8.03. A Bank shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. Upon execution and delivery by the Assignee and (except as otherwise provided in this Section 2.18(a)) the transferor Bank of the Assignment and Assumption Agreement referred to above and payment by such Assignee to such transferor Bank of the amount (if any) payable by such Assignee pursuant to clause (B) above: (1) such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment equal to such transferor Bank’s Commitment immediately prior to the effectiveness of such assignment and delegation (or, if there is more than one Assignee, the respective portion of such Commitment agreed to be assumed by each such Assignee). Upon the consummation of any such assignment and delegation, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 2.16. In connection with any assignment pursuant to this Section 2.18(a), (I) the Borrower shall cause to be paid to the Administrative Agent an administrative fee for processing such assignment in the amount of $3,500, and (II) notwithstanding anything to the contrary set forth herein, and without limiting the authority set forth in the immediately preceding clause (C), if the transferor Bank does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption Agreement reflecting such assignment within five Domestic Business Days of the date on which the Assignee executes and delivers such Assignment and Assumption Agreement to the transferor Bank, then such transferor Bank shall be deemed to have executed and delivered such Assignment and Assumption Agreement. (a) If (i) any Bank requests payment of, or the Borrower is otherwise required to pay to any Bank, any amount pursuant to Section 2.07(c)(ii) or Section 8.03 or (ii) any Bank becomes a Defaulting Bank, the Borrower may, upon at least two Domestic Business Days’ written notice to the Administrative Agent, and provided that no Default or Event of Default has occurred and is continuing, terminate the Commitment of such Bank (without affecting the Commitment of any other Bank) and, in connection therewith, prepay the outstanding Loans and L/C Advances of such Bank in full at par, together with accrued interest thereon, accrued fees and any other amounts payable hereunder for the account of such Bank; provided that in connection with such termination, the parties hereto shall comply with the procedures set forth in Section 2.19(a)(iv) (it being understood that for purposes of this proviso, such Bank shall be deemed to be a Defaulting Bank). Any such prepayment pursuant to this Section 2.18(b) shall be subject to the provisions of Section 2.14 hereof. (b) With respect to a demand for compensation from a Bank pursuant to Section 8.03(a), the Borrower’s rights under Section 2.18(a) shall be an alternative to the Borrower’s rights under Section 8.04.

Replacement of Banks. (a) If any Bank requests compensation under Section 4.028.03, or if the obligation of any Bank to make Term SOFR Loans has been suspended pursuant to Section 8.02, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegatedelegate without unreasonable delay, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.089.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (ai) Such the Borrower shall have paid to the Agent the assignment fee specified in Section 9.06(c) (except as otherwise provided herein); provided that any Defaulting Bank shall pay to the Agent the assignment fee specified in Section 9.06(c); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.032.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation by a Bank under Section 4.02 or payments required to be made pursuant to Section 4.018.03, such assignment will result in a reduction in such compensation or payments that would otherwise result thereafter; and (civ) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. (b) In the event any Bank fails to approve any amendment, waiver or consent requested by the Borrower pursuant to Section 9.05 that has received the written approval of not less than the Required Banks but also requires the approval of such Bank (any such Bank, a “Restricted Bank”), so long as no Default or Event of Default shall have occurred and be continuing and the Borrower has obtained a commitment (in an amount not less than the entire amount of such Restricted Bank’s Commitment) from one or more Banks or Assignees to become a Bank for all purposes hereunder (such Bank or Banks referred to as the “Replacement Bank”), the Borrower may cause such Restricted Bank to be replaced by, and to assign all its rights and obligations under this Agreement (including its Commitment and its outstanding Loans) pursuant to Section 9.06 to, such Replacement Bank. Such Restricted Bank agrees to execute and to deliver to the Agent one or more Assignment and Assumption Agreements with such Replacement Bank as provided in Section 9.06 upon payment at par of all principal, accrued interest, accrued fees and other amounts accrued or owing under this Agreement to such Restricted Bank, and such Replacement Bank shall pay to the Agent the assignment fee specified in Section 9.06(c) in connection with such assignment. The Restricted Bank making such assignment will be entitled to compensation for any expenses or other amounts which would be owing to such Restricted Bank pursuant to any indemnification provision hereof (including, if applicable, Section 2.12) as if the Borrower had prepaid the Loans of such Bank (and terminated its Commitment, if applicable) rather than such Restricted Bank having assigned its interest hereunder. (c) In each case of clause (a) and (b) above, the Agent shall distribute an amended schedule of Commitments, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Banks and adjustments of their respective Commitments and/or shares thereof resulting from any such replacement. (d) This section shall supersede any provision in Section 9.05 to the contrary.

Replacement of Banks. (a) If (i) any Bank requests compensation under Section 4.02payment of, or if any Co-the Borrower is otherwise required to pay any additional amount to any Bank or Bank, any Governmental Authority for the account of any Bank amount pursuant to Section 4.018.01(b) or Section 8.03, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to (ii) any Bank during such time as such Bank is becomes a Defaulting BankBank or (iii) any Bank notifies the Administrative Agent pursuant to Section 8.02 of its inability to make, maintain or fund Euro-Dollar Loans, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08)recourse, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations Assignee (which assignee Assignee may be another Bank, if a such other Bank accepts agrees to accept such assignment) that shall assume such obligations pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto which shall be executed by such Assignee and (except as otherwise provided in this Section 2.18(a)) such transferor Bank; provided, that (A) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), provided that: which consent shall not unreasonably be withheld, conditioned or delayed, (aB) Such such transferor Bank shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C AdvancesObligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) in each case, if any), from the assignee Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); , which amounts shall be the only amounts payable to such transferor Bank in respect of such assignment and delegation, (bC) any Bank being replaced pursuant to this Section 2.18(a) shall be deemed to have granted to the Administrative Agent the authority to act as its attorney-in-fact solely for the purpose of executing such Assignment and Assumption Agreement, and (D) in the case of any such assignment and delegation resulting from a request or claim for compensation payment under Section 4.02 or payments required to be made pursuant to Section 4.018.03, such assignment will result in a reduction in any payments due to such compensation or payments thereafter; and (c) transferor Bank on a dollar-for-dollar basis to the extent that such assignment does not conflict with applicable Lawseliminates or reduces the amount that such transferor Bank is entitled to receive under Section 8.03. A Bank shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. With respect to a demand for compensation from a Bank pursuant to Section 8.03(a), the Borrower’s rights under this Section 2.18 shall be an alternative to the Borrower’s rights under Section 8.04. Upon execution and delivery by the Assignee and (except as otherwise provided in this Section 2.18(a)) the transferor Bank of the Assignment and Assumption Agreement referred to above and payment by such Assignee to such transferor Bank of the amount (if any) payable by such Assignee pursuant to clause (B) above: (1) such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment equal to such transferor Bank’s Commitment immediately prior to the effectiveness of such assignment and delegation (or, if there is more than one Assignee, the respective portion of such Commitment agreed to be assumed by each such Assignee). Upon the consummation of any such assignment and delegation, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 2.16. In connection with any assignment pursuant to this Section 2.18(a), (I) the Borrower shall cause to be paid to the Administrative Agent an administrative fee for processing such assignment in the amount of $3,500, and (II) notwithstanding anything to the contrary set forth herein, if the transferor Bank does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption Agreement reflecting such assignment within five Domestic Business Days of the date on which the Assignee executes and delivers such Assignment and Assumption Agreement to the transferor Bank, then such transferor Bank shall be deemed to have executed and delivered such Assignment and Assumption Agreement. Notwithstanding the foregoing or anything to the contrary herein, the Borrower may terminate the unfunded Commitment of any Defaulting Bank (whether or not such Defaulting Bank has made any Loans), without affecting Commitments of any non-Defaulting Bank. (b) If (i) any Bank requests payment of, or the Borrower is otherwise required to pay to any Bank, any amount pursuant to Section 8.01(b) or Section 8.03 or (ii) any Bank becomes a Defaulting Bank, the Borrower may, upon at least two Domestic Business Days’ written notice to the Administrative Agent, and provided that no Default or Event of Default has occurred and is continuing, terminate the Commitment of such Bank (without affecting the Commitment of any other Bank) and, in connection therewith, prepay the outstanding Loans and L/C Advances of such Bank in full at par, together with accrued interest thereon, accrued fees and any other amounts payable hereunder for the account of such Bank; provided that in connection with such termination, the parties hereto shall comply with the procedures set forth in Section 2.19(a)(iv) (it being understood that for purposes of this proviso, such Bank shall be deemed to be a Defaulting Bank). Any such prepayment pursuant to this Section 2.18(b) shall be subject to the provisions of Section 2.14 hereof. (c) With respect to a demand for compensation from a Bank pursuant to Section 8.03(a), the Borrower’s rights under Section 2.18(a) shall be an alternative to the Borrower’s rights under Section 8.04.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.0213.3, (b) the obligation of any Bank to make Eurodollar SOFR Loans or if any Co-continue Loans as Eurodollar SOFR Loans has been suspended pursuant to Section 13.4, (c) Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.0113.5 or Section 13.6, or in connection with (d) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting BankBank or (e) any Bank has voted against an amendment, modification or waiver of any provision of this Agreement proposed by Borrower, which proposed amendment, modification or waiver (i) was approved by Banks representing no less than 90% of the aggregate Commitments (or, following termination or expiration of the Commitments, the Outstanding Revolving Credit) but (ii) required the approval of all Banks and did not get such approval, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 10.08), 14.8(d) all of its interests, rights and obligations under this Agreement at par (plus all accrued and the related Loan Documents unpaid interest and fees) to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment)); provided, provided that: (a) Such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent of such outstanding principal and accrued interest and fees); (b) that in the case of any such assignment resulting from a claim request for compensation under Section 4.02 13.3, the suspension of an obligation to make Eurodollar SOFR Loans or payments required to be made pursuant to continue Loans as Eurodollar SOFR Loans under Section 4.0113.4, or the requirement that Borrower pay any additional amount under Section 13.5 or Section 13.6, such assignment will result in a reduction of such compensation, a resumption of such obligation in whole or in part, or the reduction of such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior theretopayments, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to applyapplicable.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.0213.3, (b) the obligation of any Bank to make Eurodollar Loans or if any Co-continue Loans as Eurodollar Loans has been suspended pursuant to Section 13.4, (c) Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.0113.5, or in connection with (d) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting BankBank or (e) any Bank has voted against an amendment, modification or waiver of any provision of this Agreement proposed by Borrower, which proposed amendment, modification or waiver (i) was approved by Banks representing no less than 90% of the aggregate Commitments (or, following termination or expiration of the Commitments, the Outstanding Revolving Credit) but (ii) required the approval of all Banks and did not get such approval, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 10.0814.8(b), ) all of its interests, rights and obligations under this Agreement at par (plus all accrued and the related Loan Documents unpaid interest and fees) to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided, provided that: (a) Such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent of such outstanding principal and accrued interest and fees); (b) that in the case of any such assignment resulting from a claim request for compensation under Section 4.02 13.3, the suspension of an obligation to make Eurodollar Loans or payments required to be made pursuant to continue Loans as Eurodollar Loans under Section 4.0113.4, or the requirement that Borrower pay any additional amount under Section 13.5, such assignment will result in a reduction of such compensation, a resumption of such obligation in whole or in part, or the reduction of such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior theretopayments, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to applyapplicable.

Replacement of Banks. If (i) any Bank or any participant of such Bank requests compensation under Section 4.02‎Section 8.03, or (ii) if any Co-the Borrower is required to pay any additional amount to any Bank or any Governmental Authority participant of such Bank or any governmental authority for the account of any Bank or any participant of such Bank pursuant to Section 4.01‎Section 8.04, or in connection with (iii) if such Bank has failed to consent to any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, hereunder requiring the consent of all Banks or all Banks directly affected thereby as to which the Majority Required Banks shall or the majority of Banks directly affected thereby have been obtained but the given their consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such (iv) a Bank is a Defaulting Bank (each, a “Non-Consenting Bank”) or if any other circumstance exists hereunder that gives the Borrower the right to replace a Bank as a party hereto, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08‎Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Financing Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the Borrower shall have paid to the Agent the assignment fee specified in ‎Section 10.06(c); (b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Financing Documents (including any amounts under Section 4.03‎Section 2.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 ‎Section 8.03 or payments required to be made pursuant to Section 4.01‎Section 8.04, such assignment will result in a reduction in such compensation or payments thereafter; and (cd) such assignment does not conflict with applicable Lawslaws or guidelines, directed duties or requests of, or agreements with, any governmental authority (whether or not having the force of law). A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. If the Borrower elects to exercise its rights with respect to a Non-Consenting Bank pursuant to clause (iii) above, then it must exercise such rights with respect to all but not less than all such Non-Consenting Banks. Each Bank agrees that, if it becomes a Non-Consenting Bank, it shall execute and deliver to the Agent an Assignment an Assumption to evidence such sale and purchase and shall deliver to the Agent any Note (if the assigning Bank’s Loans are evidenced by Notes) subject to such Assignment and Assumption; provided, however, that the failure of any Non-Consenting Bank to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Replacement of Banks. If any Bank (a) requests compensation under Section 4.02, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.015.1 or Section 5.6 hereof, or in connection with any proposed amendmentsuch Bank's obligation to make Eurodollar Loans shall be suspended pursuant to Section 5.2 or 5.3 hereof, modification, termination, waiver or consent with respect (b) does not agree to any of extend its Commitment Termination Date pursuant to request by the provisions hereof Company as contemplated by Section 10.012.4(d) hereof, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, then the Co-Borrowers may, at their sole expense and effortCompany, upon not less than three Business Days prior notice to such Bank (with a copy to the Administrative Agent), may require that such Bank assign (in which case such Bank shall assign) as provided in Section 11.6(b) hereof, all (but not less than all) of its Loans and Commitment to another bank or banks (which may be "Banks" hereunder) specified in such notice that are willing to accept such assignment (and are acceptable to the Administrative Agent and the Letter of Credit Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such Bank shall have received payment of for an amount equal to the aggregate principal amount of such Bank's Loans then outstanding principal and interest thereon accrued to the date of its the consummation of such assignment and pursuant to documentation reasonably acceptable to such Bank, provided that the Company shall pay to such Bank upon consummation of such assignment (i) such amounts (if any) as are then payable to such Bank under Section 5 hereof including the amounts (if any) the Company would be required to pay to such Bank under Section 5.5 hereof if the Loans assigned by it were being prepaid by the Company, (ii) the commitment fee payable for the account of such Bank pursuant to Section 2.5 hereof accrued to the date such Bank's Commitment is assigned in full pursuant to this Section 11.13, and L/C Advances, accrued interest thereon, accrued fees and (iii) all other amounts then payable by the Company to it hereunder and under or for the other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent account of such outstanding Bank hereunder (other than the principal of and accrued interest and feeson its Loans); (b) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.01, such assignment will result in a reduction in such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.02, or if any Co-Borrower (b) the Company is required to pay any additional amount amounts to any Bank or any Governmental Authority governmental authority for the account of any Bank pursuant to Section 4.014.05, or in connection with (c) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, (d) any Bank is a Non-Extending Bank, (e) any Bank does not approve any consent, waiver or amendment that (x) requires the approval of all Banks or all affected Banks in accordance with the terms of Section 10.01 and (y) has been approved by the Majority Banks (a "Non-Consenting Bank") or (f) any Bank is not an Eligible Bank, then the Co-Borrowers Company may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0810.06(b)), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee Eligible Bank that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (ai) Such the Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b)(vi); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans Advances and L/C Advancesfunded participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.0310.04(c)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.014.05, such assignment will result in a reduction in such compensation or payments thereafter; and; (civ) such assignment does not conflict with applicable Lawslaw; (v) in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent; and (vi) in the case of any assignment resulting from a Bank becoming a Non-Extending Bank, the applicable assignee shall be a Continuing Bank. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower the Company to require such assignment and delegation cease to apply.

Replacement of Banks. If any Each Bank requests compensation under Section 4.02agrees that, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for upon the account occurrence of any event occurring after the date hereof giving rise to the operation of (a) Section 4.1 or Section 4.5 that results in the affected Bank charging to the Borrowers increased costs or taxes in excess of the other Banks or (b) Section 4.3, then in each case the Borrowers shall have the right, if no Default or Event of Default shall have occurred and be continuing, to cause such affected Bank to assign its Loans pursuant to Section 4.01, or in connection 13.3 (with any proposed amendment, modification, termination, waiver or consent with respect all fees payable pursuant to any of Section 13.3(b) to be paid by the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of replacement Bank(s)) to one or more of Eligible Assignees; provided, that (i) such other Banks whose consent is required assignment shall not conflict and shall comply with Applicable Law, and (ii) the Borrowers or such assignee shall have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, then the Co-Borrowers may, at their sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject paid to the restrictions contained in, and consents required by, Section 10.08), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a assigning Bank accepts such assignment), provided that: (a) Such Bank shall have received payment of in immediately available funds an amount equal to the outstanding sum of the principal of its and interest on the outstanding Loans and L/C Advancesof such Bank accrued to the effective date of such assignment, accrued interest thereon, accrued plus all fees and all other amounts payable to it accrued for the account of such Bank hereunder and under the other Loan Documents (including including, without limitation, any amounts under Section 4.03) from the assignee (Article IV); provided, further, that, if prior to the extent of such outstanding principal and accrued interest and fees); (b) in the case of any such assignment resulting from a claim for compensation the circumstances or event that resulted in such Bank’s notice under Section 4.02 4.1 or payments required to be made Section 4.3 or the amounts paid pursuant to Section 4.014.5, as the case may be, cease to cause such assignment will Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 4.3, or cease to result in amounts being payable under Section 4.5, as the case may be (including, without limitation, as a reduction result of any action taken by such Bank pursuant to Section 4.6), or if such Bank shall waive its right to claim further compensation in excess of that being charged by the other Banks under Section 4.1 or shall waive its right to further payments in excess of that being charged by the other Banks under Section 4.5 in respect of such compensation circumstances or payments thereafter; and (c) event, as the case may be, then such assignment does not conflict with applicable Laws. A Bank shall not thereafter be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower to require such assignment and delegation cease to applyhereunder.

Replacement of Banks. If any Bank requests compensation under Section 4.023.01 or Section 3.07, or if any Co-the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.013.03 and, in each case, such Bank has declined or is unable to designate a different lending office in connection accordance with Section 3.01(b) or 3.07 or if any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank or a Non-Consenting Bank, then the Co-Borrowers may, at their sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01, Section 3.07 or Section 3.02) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (ai) Such the Borrowers shall have paid to the Agent the assignment fee (if any) specified in Section 10.10; (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.033.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 3.01, Section 3.07 or payments required to be made pursuant to Section 4.013.02, such assignment will result in a reduction in such compensation or payments thereafter; and; (civ) such assignment does not conflict with applicable Lawslaw; and (v) in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower the Borrowers to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation under Section 4.02Sections 3.6, 3.9 or 3.12, or if the obligation of any Co-Bank to make or maintain Eurodollar Loans has been suspended under Section 3.8, or if the Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.013.11, or in connection with if any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, or if any Bank is a Non-Extending Bank, or if any Bank (a “Non-Consenting Bank”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to Section 11.6, requires consent of 100% of the Banks or if any other circumstance exists hereunder that gives the Borrower the right to replace a Bank as a party hereto, then the Co-Borrowers Borrower Representative may, at their its sole expense and effort, upon 30 days notice to such Bank and the Administrative Agent, require such Bank to assign execute an Assignment and delegateAssumption (the Administrative Agent being hereby authorized to execute any Assignment and Assumption on behalf of such Bank relating to the assignment of Loans and/or Commitments of such Bank) within 60 days of such notice assigning and delegating, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0811.3), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.3; (b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees its participation interests in the LOC Obligations and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.033.12) from the assignee (to the extent of such outstanding principal and principal) or the Borrower (in the case of all other amounts). Any accrued interest and fees)fees shall be paid pursuant to the provisions herein; (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 3.12 or payments required to be made pursuant to Section 4.013.11, such assignment will result in a reduction in such compensation or payments thereafter; (d) in the event such Bank is a Non-Consenting Bank, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Bank was a Non-Consenting Bank; and (ce) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. Notwithstanding the foregoing, if the Borrower Representative (a) fails to give notice to the Administrative Agent and the affected Bank of its intention to replace the affected Bank within thirty (30) days after the Bank requests compensation or indemnification, or (b) timely gives notice to the Administrative Agent and the affected Bank of its intention to replace such affected Bank but does not so replace such affected Bank within sixty (60) days following such notice, then in each case the Borrowers’ rights under this Section 11.18 to replace such Bank for the particular circumstances shall terminate.

Replacement of Banks. If (i) any Bank or any participant of such Bank requests compensation under Section 4.028.03, or (ii) if any Co-the Borrower is required to pay any additional amount to any Bank or any Governmental Authority participant of such Bank or any governmental authority for the account of any Bank or any participant of such Bank pursuant to Section 4.018.04, or in connection with (iii) if such Bank has failed to consent to any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, hereunder requiring the consent of all Banks or all Banks directly affected thereby as to which the Majority Required Banks shall or the majority of Banks directly affected thereby have been obtained but the given their consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such (iv) a Bank is a Defaulting Bank (each, a “Non-Consenting Bank”) or if any other circumstance exists hereunder that gives the Borrower the right to replace a Bank as a party hereto, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0810.06), all of its interests, rights and obligations under this Agreement and the related Loan Financing Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the Borrower shall have paid to the Agent the assignment fee specified in Section 10.06(c); (b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Financing Documents (including any amounts under Section 4.032.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (bc) in the case of any such assignment resulting from a claim for compensation under Section 4.02 8.03 or payments required to be made pursuant to Section 4.018.04, such assignment will result in a reduction in such compensation or payments thereafter; and (cd) such assignment does not conflict with applicable Lawslaws or guidelines, directed duties or requests of, or agreements with, any governmental authority (whether or not having the force of law). A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. If the Borrower elects to exercise its rights with respect to a Non-Consenting Bank pursuant to clause (iii) above, then it must exercise such rights with respect to all but not less than all such Non-Consenting Banks. Each Bank agrees that, if it becomes a Non-Consenting Bank, it shall execute and deliver to the Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to the Agent any Term Loan Note (if the assigning Bank’s Loans are evidenced by Notes) subject to such Assignment and Assumption; provided, however, that the failure of any Non-Consenting Bank to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Replacement of Banks. (a) If any Bank requests compensation under Section 4.028.03, or if the obligation of any Bank to make Euro-Dollar Loans has been suspended pursuant to Section 8.02, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, or if any Bank is a Non-Extending Bank for any extension of the Termination Date, then the Co-Borrowers Borrower may, at their its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegatedelegate without unreasonable delay, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.089.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: : (ai) Such the Borrower shall have paid to the Agent the assignment fee specified in Section 9.06(c) (except as otherwise provided herein); provided that any Defaulting Bank shall pay to the Agent the assignment fee specified in Section 9.06(c); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.032.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); ; (biii) in the case of any such assignment resulting from a claim for compensation by a Bank under Section 4.02 or payments required to be made pursuant to Section 4.018.03, such assignment will result in a reduction in such compensation or payments that would otherwise result thereafter; and and (civ) such assignment does not conflict with applicable Lawslaws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-the Borrower to require such assignment and delegation cease to apply. (b) In the event any Bank fails to approve any amendment, waiver or consent requested by the Borrower pursuant to Section 9.05 that has received the written approval 48 of not less than the Required Banks but also requires the approval of such Bank (any such Bank, a “Restricted Bank”), so long as no Default or Event of Default shall have occurred and be continuing and the Borrower has obtained a commitment (in an amount not less than the entire amount of such Restricted Bank’s Commitment) from one or more Banks or Assignees to become a Bank for all purposes hereunder (such Bank or Banks referred to as the “Replacement Bank”), the Borrower may cause such Restricted Bank to be replaced by, and to assign all its rights and obligations under this Agreement (including its Commitment and its outstanding Loans) pursuant to Section 9.06 to, such Replacement Bank. Such Restricted Bank agrees to execute and to deliver to the Agent one or more Assignment and Assumption Agreements with such Replacement Bank as provided in Section 9.06 upon payment at par of all principal, accrued interest, accrued fees and other amounts accrued or owing under this Agreement to such Restricted Bank, and such Replacement Bank shall pay to the Agent the assignment fee specified in Section 9.06(c) in connection with such assignment. The Restricted Bank making such assignment will be entitled to compensation for any expenses or other amounts which would be owing to such Restricted Bank pursuant to any indemnification provision hereof (including, if applicable, Section 2.12) as if the Borrower had prepaid the Loans of such Bank (and terminated its Commitment, if applicable) rather than such Restricted Bank having assigned its interest hereunder. (c) In each case of clause (a) and (b) above, the Agent shall distribute an amended schedule of Commitments, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Banks and adjustments of their respective Commitments and/or shares thereof resulting from any such replacement. (d) This section shall supersede any provision in Section 9.05 to the contrary.

Replacement of Banks. If any Bank requests compensation under Section 4.02or the Issuing Bank (an “Affected Bank”) (a) (i) makes demand upon a Borrower for (or if a Borrower is otherwise required to pay) amounts pursuant to §§6.7, 6.8 or 19, (ii) is unable to make or maintain LIBOR Rate Loans as a result of a condition described in §6.6, (iii) defaults in its obligation to make Loans, or if any Co-Borrower is required to pay any additional amount to any accept and purchase Bankers’ Acceptances or reimburse the Issuing Bank or any Governmental Authority for the account amount of each draft paid under any Bank pursuant to Section 4.01Letter of Credit, in accordance with the terms of this Agreement or (iv) is otherwise a Delinquent Bank, or in connection with (b) fails to approve any proposed amendment, modification, termination, waiver or consent with respect to requested by any Borrower and such amendment, waiver or consent has received the written approval of the provisions hereof as contemplated by Section 10.01, the consent of not less than the Majority Banks shall have been obtained Banks, but also requires the consent of one or more approval of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Affected Bank, then the Co-Borrowers in each case, such Borrower may, at their its sole expense and effort, upon within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing such Borrower to be required to pay such Bank compensation or causing §6.6 to be applicable), or default, as the case may be, by notice (a “Replacement Notice”) in writing to the Agents and the Agentsuch Affected Bank, require such Affected Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08§21), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (a) Such the applicable Agent, the applicable Swing Line Lender, and, for each assignment of a Domestic Commitment hereunder, the Issuing Bank, shall have consented to such assignment in writing (in each case, such consent not to be unreasonably withheld); (b) such Borrower shall have paid to the Administrative Agent the assignment fee specified in §21; (c) such Affected Bank shall have received payment of an amount equal to the outstanding principal of its Loans and Loans, L/C AdvancesAdvances and purchased Bankers’ Acceptances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or such Borrower (in the case of all other amounts); (bd) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.01clause (i) of this §6.14, such assignment will result in a reduction in such compensation or payments thereafter; and (ce) such assignment does not conflict with applicable LawsLaws or provisions hereunder. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-such Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If (a) any Bank requests compensation under Section 4.02, or if any Co-Borrower (b) the Company is required to pay any additional amount amounts to any Bank or any Governmental Authority governmental authority for the account of any Bank pursuant to Section 4.014.05, or in connection with (c) any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank, (d) any Bank does not approve any consent, waiver or amendment that (x) requires the approval of all Banks or all affected Banks in accordance with the terms of Section 10.01 and (y) has been approved by the Majority Banks (a “Non-Consenting Bank”) or (e) prior to the funding of the Term Loans on the Closing Date, any Bank is not an Eligible Bank, then the Co-Borrowers Company may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0810.06(b)), all of its interests, rights and obligations under this Agreement and to another financial institution (such financial institution, prior to the related Loan Documents funding of the Term Loans on the Closing Date, to be an assignee Eligible Bank) that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (ai) Such the Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b)(vii); (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C AdvancesTerm Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.0310.04(c)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (biii) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.014.05, such assignment will result in a reduction in such compensation or payments thereafter; and; (civ) such assignment does not conflict with applicable Lawslaw; and (v) in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower the Company to require such assignment and delegation cease to apply.

Replacement of Banks. (i) If any Bank requests compensation under Section 4.02defaults in its obligations to make Loans, or (ii) if any Co-Borrower is required Bank refuses to pay any additional amount consent to any Bank certain proposed changes, waivers, discharges or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent terminations with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall this Agreement which have been obtained but approved by the consent Required Banks as provided in Section 12.12(b) or (iii) upon the occurrence of one any event giving rise to the operation of Section 1.10(a)(ii) or more of such other Banks whose consent is required shall not have been obtained(iii), Section 1.10(c) or Section 3.04 with respect to any Bank during such time as which results in such Bank is a Defaulting Bankcharging to the Borrower increased costs, then the Co-Borrowers mayBorrower shall have the right, at their sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject the requirements of Section 12.04(b), if no Event of Default will exist after giving effect to such replacement, to replace such Bank (the "Replaced Bank") with an Eligible Transferee or Eligible Transferees (collectively, the "Replacement Bank"), reasonably acceptable to the restrictions contained inAdministrative Agent, PROVIDED that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and consents required by, Assumption Agreements pursuant to Section 10.08), 12.04(b) (and with the assignment fee payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of its intereststhe Commitment or the outstanding Loans of the Replaced Bank and, rights and obligations under this Agreement and in connection therewith, shall pay to the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Replaced Bank accepts such assignment), provided that: (a) Such Bank shall have received payment of in respect thereof an amount equal to the outstanding sum of the principal of its Loans of, and L/C Advances, all accrued interest thereonon, accrued fees all outstanding Loans of the Replaced Bank and (ii) all other amounts payable to it hereunder and under obligations of the other Loan Documents (including any amounts under Section 4.03) from the assignee (Borrower owing to the extent Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such outstanding principal and accrued interest and fees);Replaced Bank concurrently with such replacement. (b) Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) of the case proviso contained in Section 1.13(a) and, if so requested by the Replacement Bank, delivery to the Replacement Bank of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.01the appropriate Note executed by the Borrower, such assignment will result in a reduction in such compensation or payments thereafter; and (c) such assignment does not conflict with applicable Laws. A the Replacement Bank shall not be required to make any such assignment or delegation if, prior thereto, as become a result of a waiver by such Bank or otherwise, hereunder and the circumstances entitling a Co-Borrower to require such assignment and delegation Replaced Bank shall cease to applyconstitute a Bank hereunder, except with respect to indemnification provisions applicable to the Replaced Bank under this Agreement (including, without limitation, Sections 1.10, 1.11, 3.04, 12.01 and 12.06), which shall survive as to such Replaced Bank.

Replacement of Banks. If any Bank requests compensation under Section 4.02, or if any Co-Borrower is required the Parent determines to pay any additional amount to any Bank or any Governmental Authority for the account of any replace a Bank pursuant to this Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank2.16(b), then the Co-Borrowers Parent may, at their its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegatedelegate (provided that the failure by any such Bank that is a Defaulting Lender to execute an Assignment and Acceptance shall not render such assignment invalid), without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 10.089.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.10 or Section 2.13) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), ; provided that: (ai) Such the Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.06; (ii) the Parent shall have received the prior written consent of the Administrative Agent (and, if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, delayed or conditioned; (iii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advancesparticipations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.03) 9.04(b)), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Parent (in the case of all other amounts); (biv) in the case of any such assignment resulting from a claim for compensation under Section 4.02 2.10 or payments required to be made pursuant to Section 4.012.13, such assignment will result in a reduction in such compensation or payments thereafter; andpayments; (cv) such assignment does not conflict with applicable Lawslaw; and (vi) in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Bank shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower the Borrowers to require such assignment and delegation cease to apply.

Replacement of Banks. If any the Funds and the Portfolios have a right to replace a Bank requests compensation under Section 4.02, or if any Co-Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.01, or in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of the Majority Banks shall have been obtained but the consent of one or more of such other Banks whose consent is required shall not have been obtained, or with respect to any Bank during such time as such Bank is a Defaulting Bank2.7, then the Co-Borrowers Funds and the Portfolios may, at their sole expense and effort, upon notice to such Bank Bank, the Administrative Agent and the Operations Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0813.8), effective prior to the then Existing Termination Date, all of its interests, rights and obligations under this Agreement and the related Loan Credit Documents to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment)) and such Bank shall so assign and delegate such interests, rights and obligations, provided that: (a) Such the Funds and the Portfolios shall have paid to the Administrative Agent the assignment fee specified in Section 13.8; (b) such Bank shall have received payment of an amount equal to the outstanding principal amount of its Loans and L/C Advances, all accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Credit Documents (including any amounts under Section 4.035.5) from the assignee (to the extent of such outstanding principal and accrued interest and fees); ) or the Funds and the Portfolios (b) in the case of any such assignment resulting from a claim for compensation under Section 4.02 or payments required to be made pursuant to Section 4.01, such assignment will result in a reduction in such compensation or payments thereafterall other amounts); and (c) such assignment does not conflict with applicable Laws. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling a Co-Borrower the Funds and the Portfolios to require such assignment and delegation shall have ceased and shall continue to cease to apply.