Common use of Replacement of Certain Banks Clause in Contracts

Replacement of Certain Banks. In the event that any Bank(s) shall claim payment of any amounts pursuant to this Article VI or any Taxes or other amounts pursuant to Section 5.3, or shall be an Affected Bank for more than 30 days, such Bank(s) may accept a purchase offer as described hereinafter. If the Borrower shall find one or more banks that, if not a Bank, are each an Eligible Assignee and that unconditionally offer in writing (with a copy to the Administrative Agent) collectively to assume all of such Bank’s obligations hereunder and to purchase all of such Bank’s rights hereunder and principal and interest in the Loans owing to such Bank(s) and the Notes held by such Bank(s) without recourse, representation or warranty (other than as provided in the related Assignment and Assumption) for an amount to be received by such Bank(s) equal to the principal amount of such Loans plus interest accrued thereon to the date of such purchase plus any other amounts then payable hereunder on a date therein specified, then upon acceptance of such purchase offer, the Borrower shall be obligated to pay such costs and Taxes (other than Excluded Taxes) to such Bank(s) pursuant to this Article VI or Section 5.3 to the date of such purchase (at which time such Bank shall cease to be a Bank hereunder); provided that (a) if a Bank accepts the proposed purchase offer and the proposed purchasing bank(s) fails to purchase such rights and interest and to assume such obligations on such specified date in accordance with the terms of such offer, the Borrower shall continue to be obligated to pay the amounts or Taxes (other than Excluded Taxes) to such Bank pursuant to this Article VI and Section 5.3, and (b) if such Bank fails to accept such purchase offer, the Borrower shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant to Section 5.3 from and after the date of such purchase offer and to the extent that such Bank is an Affected Bank, such Bank shall no longer be an Affected Bank for such period; provided, however, that nothing contained herein shall be deemed to restrict a Bank’s ability to recover additional amounts owed to such Bank pursuant to this Article VI or any Taxes or other amounts pursuant to Section 5.3 that such Bank would otherwise be entitled to in the future and not directly arising out of the same circumstances which caused the provisions of this Section to originally become operative.

Replacement of Certain Banks. In the event that any Bank(sa Bank (the "Affected Bank"): (i) shall claim payment of any amounts pursuant have requested compensation from Borrower under Sections 3.1 or 3.2 to this Article VI or any Taxes or cover additional costs incurred by such Bank that are not being incurred generally by the other amounts Banks, or (ii) shall have delivered a notice pursuant to Section 5.3, or shall be an 3.3 that such Affected Bank is unable to extend LIBOR Loans for more than 30 daysreasons not generally applicable to the other Banks, or (iii) is a Rejecting Bank pursuant to Section 2.21, then, in any such Bank(s) case, and at any time after such event occurs, Borrower or Administrative Agent may accept a purchase offer as described hereinafter. If the Borrower shall find one or more banks that, if not a Bank, are each an Eligible Assignee and that unconditionally offer in writing make written demands on such Affected Bank (with a copy to Administrative Agent in the case of a demand by Borrower and a copy to Borrower in the case of a demand by Administrative Agent) collectively for the Affected Bank to assume all of assign, and such Bank’s obligations hereunder and Affected Bank shall assign, pursuant to purchase all of such Bank’s rights hereunder and principal and interest one or more duly executed assignment agreements in substantially the Loans owing to such Bank(sform provided for in Section 15.3.1, within five (5) and the Notes held by such Bank(s) without recourse, representation or warranty (other than as provided in the related Assignment and Assumption) for an amount to be received by such Bank(s) equal to the principal amount of such Loans plus interest accrued thereon to Business Days after the date of such purchase plus demand, to one or more financial institutions that comply with the provisions of Section 15.3, and that are selected by Borrower or Administrative Agent, that are reasonably acceptable to Administrative Agent and Borrower, that Borrower and/or Administrative Agent, as the case may be, shall have engaged for such purpose (each, a "Replacement Bank"), all of such Affected Bank's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment and all Loans owing to it) in accordance with Section 15.3. If any other amounts then payable hereunder on a date therein specifiedAffected Bank fails to execute and deliver such assignment agreements within thirty (30) days after demand, then such Affected Bank shall have no further right to receive any amounts payable under Sections 3.1 and 3.2 with respect to such Affected Bank. Administrative Agent agrees, upon acceptance the occurrence of such purchase offerevents with respect to an Affected Bank and upon written request of Borrower, to use its reasonable efforts to obtain the Borrower commitments from one or more financial institutions to act as a Replacement Bank. Administrative Agent is authorized, but shall not be obligated to, execute one or more of such assignment agreements as attorney-in-fact for any Affected Bank failing to pay such costs execute and Taxes deliver the same within five (other than Excluded Taxes5) to such Bank(s) pursuant to this Article VI or Section 5.3 to Business Days after the date of such purchase (at which time demand. Further, with respect to such assignment, the Affected Bank shall have concurrently received, in cash, all amounts due and owing to the Affected Bank hereunder or under any other Loan Document, including without limitation the aggregate outstanding principal amount of the Loans owed to such Bank, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 3.1 and 3.2 with respect to such Affected Bank and all fees payable to such Affected Bank hereunder; provided that, upon such Affected Bank's replacement, such Affected Bank shall cease to be a Bank hereunder); provided that (a) if a Bank accepts party hereto but shall continue to be entitled to the proposed purchase offer benefits of Article III and the proposed purchasing bank(s) fails Section 12.7, as well as to purchase such rights any fees accrued hereunder and interest not yet paid, and to assume such obligations on such specified date in accordance with the terms of such offer, the Borrower shall continue to be obligated to pay the amounts or Taxes (other than Excluded Taxes) to such Bank pursuant to this Article VI and Section 5.3, and (b) if such Bank fails to accept such purchase offer, the Borrower shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant 13.8 with respect to Section 5.3 from obligations and after liabilities accruing prior to the date replacement of such purchase offer and to the extent that such Bank is an Affected Bank, such Bank shall no longer be an Affected Bank for such period; provided, however, that nothing contained herein shall be deemed to restrict a Bank’s ability to recover additional amounts owed to such Bank pursuant to this Article VI or any Taxes or other amounts pursuant to Section 5.3 that such Bank would otherwise be entitled to in the future and not directly arising out of the same circumstances which caused the provisions of this Section to originally become operative.

Replacement of Certain Banks. In the event that any Bank(sa Bank ("Affected ---------------------------- -------- Lender") shall claim payment have (i) failed to fund its Commitment Percentage of any amounts pursuant Loan ------ requested by the Borrower or to fund its Commitment Percentage of any unreimbursed payment made by the Fronting Bank, which such Bank is obligated to fund under the terms of this Article VI Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under Section 2.15 with respect to increased costs or any capital or under Section 2.18 to recover Taxes, Other Taxes or other amounts additional costs incurred by such Bank which, in any case, are not being incurred generally by the other Banks, or (iii) delivered a notice pursuant to Section 5.3, or shall be an Affected 2.16 claiming that such Bank for more than 30 days, such Bank(s) may accept a purchase offer as described hereinafter. If is unable to extend Eurodollar Loans to the Borrower shall find one or more banks thatthe Guarantors for reasons not generally applicable to the other Banks, if not a Bankthen, are each an Eligible Assignee and that unconditionally offer in writing any case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) collectively for the Affected Lender to assume all of assign, and such Bank’s obligations hereunder and Affected Lender shall use commercially reasonable efforts to purchase all of such Bank’s rights hereunder and principal and interest in the Loans owing to such Bank(s) and the Notes held by such Bank(s) without recourse, representation or warranty (other than as provided in the related Assignment and Assumption) for an amount to be received by such Bank(s) equal to the principal amount of such Loans plus interest accrued thereon to the date of such purchase plus any other amounts then payable hereunder on a date therein specified, then upon acceptance of such purchase offer, the Borrower shall be obligated to pay such costs and Taxes (other than Excluded Taxes) to such Bank(s) assign pursuant to this Article VI one or Section 5.3 to the date of such purchase more duly executed Assignments and Acceptances five (at which time such Bank shall cease to be a Bank hereunder); provided that (a5) if a Bank accepts the proposed purchase offer and the proposed purchasing bank(s) fails to purchase such rights and interest and to assume such obligations on such specified date in accordance with the terms of such offer, the Borrower shall continue to be obligated to pay the amounts or Taxes (other than Excluded Taxes) to such Bank pursuant to this Article VI and Section 5.3, and (b) if such Bank fails to accept such purchase offer, the Borrower shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant to Section 5.3 from and Business Days after the date of such purchase offer and demand, to the extent one or more financial institutions that such Bank is an Affected Bank, such Bank shall no longer be an Affected Bank for such period; provided, however, that nothing contained herein shall be deemed to restrict a Bank’s ability to recover additional amounts owed to such Bank pursuant to this Article VI or any Taxes or other amounts pursuant to Section 5.3 that such Bank would otherwise be entitled to in the future and not directly arising out of the same circumstances which caused comply with the provisions of Section 10.03 which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("Replacement Lender"), all of such Affected Lender's ------------------ rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligations to participate in additional Letters of Credit hereunder) in accordance with Section to originally become operative10.

Replacement of Certain Banks. In the event that any Bank(sa Bank (the "Affected Bank"): (i) shall claim payment of any amounts pursuant have requested compensation from Borrower under Sections 3.1 or 3.2 to this Article VI or any Taxes or cover additional costs incurred by such Bank that are not being incurred generally by the other amounts Banks, or (ii) shall have delivered a notice pursuant to Section 5.33.3 that such Affected Bank is unable to extend LIBOR Loans for reasons not generally applicable to the other Banks, or shall be an or (iii) is a Rejecting Bank pursuant to Section 2.21, then, in any such case, and at any time after any such event occurs, Borrower and Agent may make written demand on such Affected Bank for more than 30 daysthe Affected Bank to assign all of its rights and obligations under this Agreement (including, without limitation, its Commitment and all Loans owing to it) in accordance with this Agreement, and such Bank(s) may accept a purchase offer as described hereinafter. If the Borrower Affected Bank shall find assign, pursuant to one or more banks thatduly executed assignment agreements in substantially the form provided for in Section 15.3.1, if not a Bank, are each an Eligible Assignee and that unconditionally offer in writing within five (with a copy to the Administrative Agent5) collectively to assume all of such Bank’s obligations hereunder and to purchase all of such Bank’s rights hereunder and principal and interest in the Loans owing to such Bank(s) and the Notes held by such Bank(s) without recourse, representation or warranty (other than as provided in the related Assignment and Assumption) for an amount to be received by such Bank(s) equal to the principal amount of such Loans plus interest accrued thereon to Business Days after the date of such purchase plus demand, to one or more financial institutions that comply with the provisions of Section 15.3, and that are selected by Borrower and Agent, that are reasonably acceptable to Agent and Borrower, that Borrower or Agent, as the case may be, shall have engaged for such purpose (the "Replacement Bank"), all of such Affected Bank's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment and all Loans owing to it) in accordance with Section 15.3. If any other amounts then payable hereunder on a date therein specifiedAffected Bank fails to execute and deliver such assignment agreements within thirty (30) days after demand, then such Affected Bank shall have no further right to receive any amounts payable under Sections 3.1 and 3.2 with respect to such Affected Bank. Agent agrees, upon acceptance the occurrence of any such event with respect to an Affected Bank and upon written request of Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Bank. Agent is authorized, but shall not be obligated to, execute one or more of such purchase offer, assignment agreements as attorney-in-fact for any Affected Bank failing to execute and deliver the Borrower shall be obligated to pay such costs and Taxes same within five (other than Excluded Taxes5) to such Bank(s) pursuant to this Article VI or Section 5.3 to Business Days after the date of such purchase demand. Further, with respect to such assignment, the Affected Bank shall have concurrently received, in cash, all amounts due and owing to the Affected Bank hereunder or under any other Loan Document, including without limitation the aggregate outstanding principal amount of the Loans owed to such Bank, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 3.1 and 3.2 with respect to such Affected Bank (at which time unless forfeited in accordance with the foregoing provisions of this Section 2.23), and all fees payable to such Affected Bank hereunder; provided that, upon such Affected Bank's replacement, such Affected Bank shall cease to be a Bank hereunder); provided that party hereto but shall continue to be entitled to the benefits of Article III (a) if a Bank accepts the proposed purchase offer and the proposed purchasing bank(s) fails to purchase such rights and interest and to assume such obligations on such specified date unless forfeited in accordance with the terms foregoing provisions of such offerthis Section 2.23), the Borrower and Section 12.7, as well as to any fees accrued hereunder and not yet paid, and shall continue to be obligated to pay the amounts or Taxes (other than Excluded Taxes) to such Bank pursuant to this Article VI and Section 5.3, and (b) if such Bank fails to accept such purchase offer, the Borrower shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant 13.8 with respect to Section 5.3 from obligations and after liabilities accruing prior to the date replacement of such purchase offer and to the extent that such Bank is an Affected Bank, such Bank shall no longer be an Affected Bank for such period; provided, however, that nothing contained herein shall be deemed to restrict a Bank’s ability to recover additional amounts owed to such Bank pursuant to this Article VI or any Taxes or other amounts pursuant to Section 5.3 that such Bank would otherwise be entitled to in the future and not directly arising out of the same circumstances which caused the provisions of this Section to originally become operative.

Replacement of Certain Banks. (a) In the event that any Bank(sa Bank ("Affected Bank"): (i) shall claim payment of any amounts pursuant have requested compensation from the Borrower under Sections 2.14 or 2.15 to this Article VI or any Taxes or recover additional costs incurred by such Bank that are not being incurred generally by the other amounts Banks, (ii) shall have delivered a notice pursuant to Section 5.32.16 claiming that such Bank is unable to extend LIBOR Loans to the Borrower for reasons not generally applicable to the other Banks, (iii) shall have invoked Section 11.13 or shall be an (iv) is a Rejecting Bank pursuant to Section 2.19, then, in any such case, the Borrower or the Agent may make written demand on such Affected Bank for more than 30 days, such Bank(s) may accept a purchase offer as described hereinafter. If the Borrower shall find one or more banks that, if not a Bank, are each an Eligible Assignee and that unconditionally offer in writing (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) collectively for the Affected Bank to assume all assign, and, if a Replacement Bank (as hereinafter defined) notifies the Affected Bank of such Bank’s obligations hereunder and its willingness to purchase the Affected Bank's interest and the Agent and the Borrower consent thereto in writing, then such Affected Bank shall assign pursuant to one or more duly executed assignment and acceptance agreements in substantially and in all of such Bank’s rights hereunder and principal and interest material respects in the Loans owing to such Bank(sform and substance of Exhibit I five (5) and the Notes held by such Bank(s) without recourse, representation or warranty (other than as provided in the related Assignment and Assumption) for an amount to be received by such Bank(s) equal to the principal amount of such Loans plus interest accrued thereon to Business Days after the date of such purchase plus any other amounts then payable hereunder on demand, to one or more financial institutions that comply with the provisions of Section 12.03(a) that the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("Replacement Bank"), all (or, to the extent permitted under Section 2.20(b), a date therein specified, then upon acceptance part) of such purchase offer, the Borrower shall be obligated to pay such costs and Taxes (other than Excluded Taxes) to such Bank(s) pursuant to this Article VI or Section 5.3 to the date of such purchase (at which time such Bank shall cease to be a Bank hereunder); provided that (a) if a Bank accepts the proposed purchase offer and the proposed purchasing bank(s) fails to purchase such Affected Bank's rights and interest and to assume such obligations on such specified date in accordance with the terms of such offer, the Borrower shall continue to be obligated to pay the amounts or Taxes (other than Excluded Taxes) to such Bank pursuant to this Article VI and Section 5.3, and (b) if such Bank fails to accept such purchase offer, the Borrower shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant to Section 5.3 from and after the date of such purchase offer assignment) under this Agreement and the other Loan Documents (including, without limitation, its Commitment and all Loans owing to it) in accordance with Section 12.03. The Agent agrees, upon the extent that occurrence of such Bank is an Affected Bank, such Bank shall no longer be events with respect to an Affected Bank for and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Bank. As a condition to any such period; providedassignment, howeverthe Affected Bank shall have concurrently received, that nothing contained herein shall be deemed in cash, all amounts due and owing to restrict a Bank’s ability to recover additional amounts the Affected Bank hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Bank, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14 and 2.15 with respect to such Affected Bank pursuant and the fees payable to this Article VI or any Taxes or other amounts pursuant such Affected Bank under Section 2.09(b); provided that upon such Affected Bank's replacement, such Affected Bank shall cease to Section 5.3 that such Bank would otherwise be a party hereto but shall continue to be entitled to in the future benefits of Sections 2.14, 2.15, 2.17, 11.04 and 11.06, as well as to any fees accrued for its account hereunder and not directly arising out of the same circumstances which caused the provisions of this Section yet paid, and shall continue to originally become operative.be obligated under Section

Replacement of Certain Banks. In If any Bank shall become affected by any of the event that changes or events described in Section 2.16, 2.17, 2.18, 2.19 or 2.20 (any Bank(ssuch Bank hereinafter referred to as a "Subject Bank") and shall claim payment give notice to the Borrower of any amounts pursuant of the changes or events thereunder, the Borrower may, so long as no Default or Event of Default has occurred and is continuing, upon at least five (5) Business Days' notice to this Article VI or any Taxes or other amounts pursuant the Agent and such Subject Bank by the Borrower, designate a replacement lender (a "Replacement Bank") acceptable to Section 5.3the Agent, or to which such Subject Bank shall, subject to its receipt (unless a later date for the remittance thereof shall be an Affected Bank for more than 30 days, such Bank(sagreed upon by Borrower and the Subject Bank) may accept a purchase offer as described hereinafter. If the Borrower shall find one or more banks that, if not a Bank, are each an Eligible Assignee of all amounts due and that unconditionally offer in writing (with a copy to the Administrative Agent) collectively to assume all of such Bank’s obligations hereunder and to purchase all of such Bank’s rights hereunder and principal and interest in the Loans owing to such Bank(sSubject Bank under Section 2.16, 2.17, 2.18, 2.19 or 2.20 assign all (but not less than all) of its rights, obligations, Loans, Revolving Commitment and the Notes held by such Bank(s) without recourse, representation or warranty (other than as provided Term Loan Commitment pursuant to an Assignment Agreement in the related Assignment form of Exhibit E; provided, that all amounts owed to such Subject Bank by the Borrower (except liabilities which by the terms hereof survive the payment in full of the Loans and Assumptiontermination of this Agreement) for an amount to shall be received by such Bank(s) equal to the principal amount paid in full as of such Loans plus interest accrued thereon to the date of such purchase plus assignment. Upon any other amounts then payable hereunder on a date therein specified, then upon acceptance of such purchase offer, the Borrower shall be obligated to pay such costs and Taxes (other than Excluded Taxes) to such Bank(s) assignment by any Bank pursuant to this Article VI or Section 5.3 to becoming effective, the date of such purchase (at which time such Replacement Bank shall thereupon be deemed to be a "Bank" for all purposes of this Agreement and such Subject Bank shall thereupon cease to be a Bank hereunder); provided that (a) if a Bank accepts the proposed purchase offer "Bank" for all purposes of this Agreement and the proposed purchasing bank(s) fails to purchase such shall have no further rights and interest and to assume such or obligations on such specified date in accordance with the terms of such offer, the Borrower shall continue to be obligated to pay the amounts or Taxes hereunder (other than Excluded Taxes) to such Bank pursuant to this Article VI and Section 5.3Sections 2.16, and (b) if 2.17, 2.18, 2.19 or 2.20 while such Subject Bank fails to accept such purchase offer, the Borrower shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant to Section 5.3 from and after the date of such purchase offer and to the extent that such Bank is an Affected Bank, such Bank shall no longer be an Affected Bank for such period; provided, however, that nothing contained herein shall be deemed to restrict was a Bank’s ability to recover additional amounts owed to such Bank pursuant to this Article VI or any Taxes or other amounts pursuant to Section 5.3 that such Bank would otherwise be entitled to in the future and not directly arising out of the same circumstances which caused the provisions of this Section to originally become operative).

Replacement of Certain Banks. In the event that any Bank(sBank (i) shall claim payment of any amounts pursuant has denied its consent to this Article VI or any Taxes or other amounts an Extension Request pursuant to Section 5.31.12(b) hereof, which has been consented to by the Required Banks, or shall be an Affected (ii) requested compensation from Seller pursuant to Section 1.8 or 1.9 hereof to recover additional costs incurred by such Bank which are not being incurred generally by the other Banks, or (iii) delivered a notice pursuant to Section 1.10 hereof claiming that such Bank is unable to make Funded Purchases determined by reference to the Euro-Rate for more than 30 daysreasons not generally applicable to the other Banks, then, in any such Bank(s) case, Seller or the Facility Agent may accept a purchase offer as described hereinafter. If the Borrower shall find one or more banks that, if not a make written demand on such Bank (each such Bank, are each an Eligible Assignee and that unconditionally offer in writing a "Departing Bank") (with a copy to the Administrative Facility Agent in the case of a demand by Seller and a copy to Seller in the case of a demand by the Facility Agent) collectively for such Departing Bank to assign all of its Funded Purchases and all of its other rights and obligations under this Agreement to the remaining Banks (in an amount for each such Bank as agreed to by such Bank) or, in the event the remaining Banks do not agree within sixty (60) days of such request to assume all the entire Commitment of such the Departing Bank’s obligations hereunder , to one or more Eligible Assignees which are reasonably acceptable to Seller and to purchase all of the Facility Agent and which Seller and/or the Facility Agent, as the case may be, shall have engaged for such purpose (each such new financial institution, a "Replacement Bank’s rights hereunder "). Each such assignment shall be executed pursuant to one or more duly executed Assignments and principal and interest Acceptances in the Loans owing to such Bank(s) and the Notes held by such Bank(s) without recourseform of Annex D, representation or warranty (other than as provided in the related Assignment and Assumption) for an amount to be received by such Bank(s) equal to the principal amount of such Loans plus interest accrued thereon to the date of such purchase plus any other amounts then payable hereunder on a date therein specified, then upon acceptance of such purchase offer, the Borrower shall be obligated to pay such costs and Taxes consummated within ten (other than Excluded Taxes10) to such Bank(s) pursuant to this Article VI or Section 5.3 to the date of such purchase (at which time such Bank shall cease to be a Bank hereunder); provided that (a) if a Bank accepts the proposed purchase offer and the proposed purchasing bank(s) fails to purchase such rights and interest and to assume such obligations on such specified date in accordance with the terms of such offer, the Borrower shall continue to be obligated to pay the amounts or Taxes (other than Excluded Taxes) to such Bank pursuant to this Article VI and Section 5.3, and (b) if such Bank fails to accept such purchase offer, the Borrower shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant to Section 5.3 from and Business Days after the date of such demand for assignment as described above at a purchase offer and price equal to the extent that sum of such Bank is an Affected Departing Bank, such Bank shall no longer be an Affected Bank for such period; provided, however, that nothing contained herein shall be deemed to restrict a Bank’s ability to recover additional amounts owed to such Bank pursuant to this Article VI or any Taxes or other amounts pursuant to Section 5.3 that such Bank would otherwise be entitled to in the future and not directly arising out 's Pro Rata Share of the same circumstances which caused the provisions of this Section to originally become operative.Purchasers' Net

Replacement of Certain Banks. (a) In the event that any Bank(sa Bank ("Affected Bank"): (i) shall claim payment of any amounts pursuant have requested compensation from the Borrower under Sections 2.14 or 2.15 to this Article VI or any Taxes or recover additional costs incurred by such Bank that are not being incurred generally by the other amounts Banks, (ii) shall have delivered a notice pursuant to Section 5.32.16 claiming that such Bank is unable to extend LIBOR Loans to the Borrower for reasons not generally applicable to the other Banks, (iii) shall have invoked Section 11.13 or shall be an (iv) is a Rejecting Bank pursuant to Section 2.19, then, in any such case, the Borrower or the Agent may make written demand on such Affected Bank for more than 30 days, such Bank(s) may accept a purchase offer as described hereinafter. If the Borrower shall find one or more banks that, if not a Bank, are each an Eligible Assignee and that unconditionally offer in writing (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) collectively for the Affected Bank to assume all assign, and, if a Replacement Bank (as hereinafter defined) notifies the Affected Bank of such Bank’s obligations hereunder and its willingness to purchase the Affected Bank's interest and the Agent and the Borrower consent thereto in writing, then such Affected Bank shall assign pursuant to one or more duly executed assignment and acceptance agreements in substantially and in all of such Bank’s rights hereunder and principal and interest material respects in the Loans owing to such Bank(sform and substance of Exhibit I five (5) and the Notes held by such Bank(s) without recourse, representation or warranty (other than as provided in the related Assignment and Assumption) for an amount to be received by such Bank(s) equal to the principal amount of such Loans plus interest accrued thereon to Business Days after the date of such purchase plus any other amounts then payable hereunder on demand, to one or more financial institutions that comply with the provisions of Section 12.03(a) that the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("Replacement Bank"), all (or, to the extent permitted under Section 2.20(b), a date therein specified, then upon acceptance part) of such purchase offer, the Borrower shall be obligated to pay such costs and Taxes (other than Excluded Taxes) to such Bank(s) pursuant to this Article VI or Section 5.3 to the date of such purchase (at which time such Bank shall cease to be a Bank hereunder); provided that (a) if a Bank accepts the proposed purchase offer and the proposed purchasing bank(s) fails to purchase such Affected Bank's rights and interest and to assume such obligations on such specified date in accordance with the terms of such offer, the Borrower shall continue to be obligated to pay the amounts or Taxes (other than Excluded Taxes) to such Bank pursuant to this Article VI and Section 5.3, and (b) if such Bank fails to accept such purchase offer, the Borrower shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant to Section 5.3 from and after the date of such purchase offer assignment) under this Agreement and the other Loan Documents (including, without limitation, its Commitment and all Loans owing to it) in accordance with Section 12.03. The Agent agrees, upon the extent that occurrence of such Bank is an Affected Bank, such Bank shall no longer be events with respect to an Affected Bank for and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Bank. As a condition to any such period; providedassignment, howeverthe Affected Bank shall have concurrently received, that nothing contained herein shall be deemed in cash, all amounts due and owing to restrict a Bank’s ability to recover additional amounts the Affected Bank hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Bank, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14 and 2.15 with respect to such Affected Bank and the fees payable to such Affected Bank under Section 2.09(b); provided that upon such Affected Bank's replacement, such Affected Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.17, 11.04 and 11.06, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 10.05 with respect to obligations and liabilities accruing prior to the replacement of such Affected Bank. (b) In the event that the Affected Bank is a Rejecting Bank, the Borrower may elect to have a part of the Rejecting Bank's rights and obligations under this Agreement and the other Loan Documents assigned pursuant to this Article VI or any Taxes or other amounts Section 2.20, provided that the Borrower also elects, pursuant to Section 5.3 that such Bank would otherwise be entitled 2.19(c), to in terminate the future and not directly arising out entire amount of the same circumstances Rejecting Bank's Commitment not so assigned, which caused termination shall be effective on the provisions date on which such assignment of the Rejecting Bank's rights and obligations is consummated under this Section to originally become operative2.20.

Replacement of Certain Banks. In If any Bank shall become and remain (a) a Defaulting Bank or unable to maintain a Eurocurrency Rate Advance or (b) affected by any of the event that changes or events described in Sections 2.21, 2.22, 2.23 or 2.24 (any Bank(ssuch Bank hereinafter referred to as a “Replaced Bank”) and shall claim payment give notice to the Borrowers for any increased cost or amounts of any amounts pursuant its inability to this Article VI or any Taxes or other amounts pursuant provide Eurocurrency Rate Advances thereunder, the Borrowers may, so long as no Event of Default has occurred and is continuing, upon at least five (5) Business Days’ notice to Section 5.3the Agent and such Replaced Bank by the Borrowers’ Agent, or designate a replacement lender (a “Replacement Bank”) acceptable to the Agent, to which such Replaced Bank shall, subject to its receipt (unless a later date for the remittance thereof shall be an Affected Bank for more than 30 days, such Bank(sagreed upon by Borrowers and the Replaced Bank) may accept a purchase offer as described hereinafter. If the Borrower shall find one or more banks that, if not a Bank, are each an Eligible Assignee of all amounts due and that unconditionally offer in writing (with a copy to the Administrative Agent) collectively to assume all of such Bank’s obligations hereunder and to purchase all of such Bank’s rights hereunder and principal and interest in the Loans owing to such Bank(sReplaced Bank under Sections 2.21, 2.23 or 2.24, assign all (but not less than all) of its rights, obligations, Loans, Revolving Loan Commitment, Term Loan Commitment and the Notes held by such Bank(sTerm Loan Commitment (Foreign Currency) without recourse, representation or warranty (other than as provided pursuant to an Assignment and Assumption Agreement in the related Assignment form of Exhibit 9.6; provided, that all amounts owed to such Replaced Bank by the Borrowers (except liabilities which by the terms hereof survive the payment in full of the Loans and Assumptiontermination of this Agreement) for an amount to shall be received by such Bank(s) equal to the principal amount paid in full as of such Loans plus interest accrued thereon to the date of such purchase plus assignment. Upon any other amounts then payable hereunder on a date therein specified, then upon acceptance of such purchase offer, the Borrower shall be obligated to pay such costs and Taxes (other than Excluded Taxes) to such Bank(s) assignment by any Bank pursuant to this Article VI or Section 5.3 to becoming effective, the date of such purchase (at which time such Replacement Bank shall thereupon be deemed to be a “Bank” for all purposes of this Agreement and such Replaced Bank shall thereupon cease to be a Bank hereunder); provided that (a) if a Bank accepts the proposed purchase offer “Bank” for all purposes of this Agreement and the proposed purchasing bank(s) fails to purchase such shall have no further rights and interest and to assume such or obligations on such specified date in accordance with the terms of such offer, the Borrower shall continue to be obligated to pay the amounts or Taxes hereunder (other than Excluded Taxes) to such Bank pursuant to this Article VI and Section 5.3Sections 2.21, and (b) if 2.22, 2.23 or 2.24 while such Replaced Bank fails to accept such purchase offer, the Borrower shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant to Section 5.3 from and after the date of such purchase offer and to the extent that such Bank is an Affected Bank, such Bank shall no longer be an Affected Bank for such period; provided, however, that nothing contained herein shall be deemed to restrict was a Bank’s ability to recover additional amounts owed to such Bank pursuant to this Article VI or any Taxes or other amounts pursuant to Section 5.3 that such Bank would otherwise be entitled to in the future and not directly arising out of the same circumstances which caused the provisions of this Section to originally become operative).

Replacement of Certain Banks. In the event that any Bank(sa Bank ("Affected Lender") shall claim payment have (i) failed to fund its Commitment Percentage of any amounts pursuant Loan requested by the Borrower or to fund its Commitment Percentage of any unreimbursed payment made by the Fronting Bank, which such Bank is obligated to fund under the terms of this Article VI Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under Section 2.15 with respect to increased costs or any capital or under Section 2.18 to recover Taxes, Other Taxes or other amounts additional costs incurred by such Bank which, in any case, are not being incurred generally by the other Banks, or (iii) delivered a notice pursuant to Section 5.3, or shall be an Affected 2.16 claiming that such Bank for more than 30 days, such Bank(s) may accept a purchase offer as described hereinafter. If is unable to extend Eurodollar Loans to the Borrower shall find one or more banks thatthe Guarantors for reasons not generally applicable to the other Banks, if not a Bankthen, are each an Eligible Assignee and that unconditionally offer in writing any case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) collectively for the Affected Lender to assume all of assign, and such Bank’s obligations hereunder and Affected Lender shall use commercially reasonable efforts to purchase all of such Bank’s rights hereunder and principal and interest in the Loans owing to such Bank(s) and the Notes held by such Bank(s) without recourse, representation or warranty (other than as provided in the related Assignment and Assumption) for an amount to be received by such Bank(s) equal to the principal amount of such Loans plus interest accrued thereon to the date of such purchase plus any other amounts then payable hereunder on a date therein specified, then upon acceptance of such purchase offer, the Borrower shall be obligated to pay such costs and Taxes (other than Excluded Taxes) to such Bank(s) assign pursuant to this Article VI one or Section 5.3 to the date of such purchase more duly executed Assignments and Acceptances five (at which time such Bank shall cease to be a Bank hereunder); provided that (a5) if a Bank accepts the proposed purchase offer and the proposed purchasing bank(s) fails to purchase such rights and interest and to assume such obligations on such specified date in accordance with the terms of such offer, the Borrower shall continue to be obligated to pay the amounts or Taxes (other than Excluded Taxes) to such Bank pursuant to this Article VI and Section 5.3, and (b) if such Bank fails to accept such purchase offer, the Borrower shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant to Section 5.3 from and Business Days after the date of such purchase offer and demand, to the extent one or more financial institutions that such Bank is an Affected Bank, such Bank shall no longer be an Affected Bank for such period; provided, however, that nothing contained herein shall be deemed to restrict a Bank’s ability to recover additional amounts owed to such Bank pursuant to this Article VI or any Taxes or other amounts pursuant to Section 5.3 that such Bank would otherwise be entitled to in the future and not directly arising out of the same circumstances which caused comply with the provisions of Section 10.03 which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("Replacement Lender"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligations to participate in additional Letters of Credit hereunder) in accordance with Section to originally become operative10.

Replacement of Certain Banks. In the event that any Bank(s) shall claim payment of any amounts pursuant to this Article VI or any Taxes or other amounts pursuant to Section 5.3, or shall be is an Affected Bank for more than 30 daysBank, such Bank(s) may accept a purchase offer as described hereinafter. If the Borrower Company shall find one or more banks that, if not a Bank, are each an Eligible Assignee consented to by the Administrative Agent to the extent required by Section 11.8, and that unconditionally offer in writing (with a copy to the Administrative Agent) collectively to assume all of such Affected Bank’s 's obligations hereunder and to purchase all of such Affected Bank’s 's rights hereunder and principal and interest in the Loans owing to such Bank(s) and the Notes Notes, if any, held by such Bank(s) without Affected Bank(s)without recourse, representation or warranty (other than as provided in the related Assignment and AssumptionExhibit E) for an amount to be received by such Affected Bank(s) equal to the principal amount of such Affected Bank's Note and Loans plus interest accrued thereon to the date of such purchase plus any other amounts then payable hereunder on a date therein specified, then upon acceptance of such purchase offer, the Borrower Company shall be obligated to pay such costs the amounts and Taxes (other than Excluded Taxes) to such Affected Bank(s) pursuant to this Article VI or Section 5.3 IV to the date of such purchase (at which time such Affected Bank shall cease to be a Bank hereunder); provided provided, that (a) if a an Affected Bank accepts the proposed purchase offer and the proposed purchasing bank(s) fails to purchase such rights and interest and to assume such obligations on such specified date in accordance with the terms of such offer, the Borrower Company shall continue to be obligated to pay the amounts or Taxes (other than Excluded Taxes) to such Affected Bank pursuant to this Article VI and Section 5.34.1 and/or Section 4.3, and (b) if such Affected Bank fails to accept such purchase offer, the Borrower Company shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant to Section 5.3 IV for the period from and after the date of such purchase offer with respect to claims pursuant to Section 4.1 and/or 4.3 existing as of such date, and to the extent that such Bank is an Affected Bank, such Bank shall no longer be an Affected Bank for such period; provided, however, that nothing contained herein shall be deemed with respect to restrict a Bank’s ability to recover additional amounts owed to such Bank pursuant to this Article VI or any Taxes or other amounts claims pursuant to Section 5.3 that such Bank would otherwise be entitled to in the future and not directly arising out 4.1 and/or Section 4.3 existing as of the same circumstances which caused the provisions date of this Section its failure to originally become operativeaccept such purchase.

Replacement of Certain Banks. (a) In the event that any Bank(sa Bank ("Affected Bank"): (i) shall claim payment of any amounts pursuant have requested compensation from the Borrower under Sections 2.14 or 2.15 to this Article VI or any Taxes or recover additional costs incurred by such Bank that are not being incurred generally by the other amounts Banks, (ii) shall have delivered a notice pursuant to Section 5.32.16 claiming that such Bank is unable to extend LIBOR Loans to the Borrower for reasons not generally applicable to the other Banks, (iii) shall have invoked Section 11.13 or shall be an (iv) is a Rejecting Bank pursuant to Section 2.19, then, in any such case, the Borrower or the Agent may make written demand on such Affected Bank for more than 30 days, such Bank(s) may accept a purchase offer as described hereinafter. If the Borrower shall find one or more banks that, if not a Bank, are each an Eligible Assignee and that unconditionally offer in writing (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) collectively for the Affected Bank to assume all assign, and, if a Replacement Bank (as hereinafter defined) notifies the Affected Bank of such Bank’s obligations hereunder and its willingness to purchase the Affected Bank's interest and the Agent and the Borrower consent thereto in writing, then such Affected Bank shall assign pursuant to one or more duly executed assignment and acceptance agreements in substantially and in all of such Bank’s rights hereunder and principal and interest material respects in the Loans owing to such Bank(sform and substance of EXHIBIT I five (5) and the Notes held by such Bank(s) without recourse, representation or warranty (other than as provided in the related Assignment and Assumption) for an amount to be received by such Bank(s) equal to the principal amount of such Loans plus interest accrued thereon to Business Days after the date of such purchase plus any other amounts then payable hereunder on demand, to one or more financial institutions that comply with the provisions of Section 12.03(a) that the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("Replacement Bank"), all (or, to the extent permitted under Section 2.20(b), a date therein specified, then upon acceptance part) of such purchase offer, the Borrower shall be obligated to pay such costs and Taxes (other than Excluded Taxes) to such Bank(s) pursuant to this Article VI or Section 5.3 to the date of such purchase (at which time such Bank shall cease to be a Bank hereunder); provided that (a) if a Bank accepts the proposed purchase offer and the proposed purchasing bank(s) fails to purchase such Affected Bank's rights and interest and to assume such obligations on such specified date in accordance with the terms of such offer, the Borrower shall continue to be obligated to pay the amounts or Taxes (other than Excluded Taxes) to such Bank pursuant to this Article VI and Section 5.3, and (b) if such Bank fails to accept such purchase offer, the Borrower shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant to Section 5.3 from and after the date of such purchase offer assignment) under this Agreement and the other Loan Documents (including, without limitation, all Loans owing to the extent that such Bank is an Affected Bank, such Bank shall no longer be an Affected Bank for such period; provided, however, that nothing contained herein shall be deemed to restrict a Bank’s ability to recover additional amounts owed to such Bank pursuant to this Article VI or any Taxes or other amounts pursuant to it) in accordance with Section 5.3 that such Bank would otherwise be entitled to in the future and not directly arising out of the same circumstances which caused the provisions of this Section to originally become operative12.

Replacement of Certain Banks. In the event that any Bank(sa Bank ("AFFECTED BANK"): (i) shall claim payment of any amounts have requested compensation from Borrower under subsections 2.9 or 3.4 hereof to recover additional costs incurred by such Bank that are not being incurred generally by the other Banks, (ii) shall have delivered a notice pursuant to this Article VI subsection 3.3 hereof claiming that such Bank is unable to extend Eurodollar Rate Loans to Borrower for reasons not generally applicable to the other Banks, (iii) shall have invoked subsection 11.17 hereof or (iv) is a Rejecting Bank, then, in any Taxes such case, Borrower or other amounts pursuant to Section 5.3, or shall be an Agent may make written demand on such Affected Bank for more than 30 days, such Bank(s) may accept a purchase offer as described hereinafter. If the Borrower shall find one or more banks that, if not a Bank, are each an Eligible Assignee and that unconditionally offer in writing (with a copy to Agent in the Administrative case of a demand by Borrower and a copy to Borrower in the case of a demand by Agent) collectively for the Affected Bank to assume all assign, and, if a Replacement Bank (as hereinafter defined) notifies the Affected Bank of such Bank’s obligations hereunder and its willingness to purchase the Affected Bank's interest and Agent and Borrower consent thereto in writing, then such Affected Bank shall assign pursuant to one or more duly executed assignment and assumption agreements in substantially and in all of such Bank’s rights hereunder and principal and interest material respects in the Loans owing to such Bank(sform and substance of EXHIBIT I five (5) and the Notes held by such Bank(s) without recourse, representation or warranty (other than as provided in the related Assignment and Assumption) for an amount to be received by such Bank(s) equal to the principal amount of such Loans plus interest accrued thereon to Business Days after the date of such purchase plus any other amounts then payable hereunder on a date therein specifieddemand, then upon acceptance to one or more Banks or Eligible Assignees that Borrower or Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT BANK"), all of such purchase offer, the Borrower shall be obligated to pay such costs and Taxes (other than Excluded Taxes) to such Bank(s) pursuant to this Article VI or Section 5.3 to the date of such purchase (at which time such Bank shall cease to be a Bank hereunder); provided that (a) if a Bank accepts the proposed purchase offer and the proposed purchasing bank(s) fails to purchase such Affected Bank's rights and interest and to assume such obligations on such specified date in accordance with the terms of such offer, the Borrower shall continue to be obligated to pay the amounts or Taxes (other than Excluded Taxes) to such Bank pursuant to this Article VI and Section 5.3, and (b) if such Bank fails to accept such purchase offer, the Borrower shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant to Section 5.3 from and after the date of such purchase offer assignment) under this Agreement and the other Loan Documents (including, without limitation, its Commitment and all Loans owing to it) in accordance with subsection 11.7(b) hereof. As a condition to any such assignment, the Affected Bank shall concurrently receive in cash or by wire transfer, all amounts due and owing to the Affected Bank hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Bank, together with accrued interest thereon through the date of such assignment, amounts payable under subsections 2.9, 3.4, 3.5, 3.6 or 11.6 hereof with respect to such Affected Bank and the fees payable to such Affected Bank under subsections 2.4 and 2.18 hereof; provided that, upon such Affected Bank's replacement, such Affected Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of subsections 2.9, 3.4, 3.5, 3.6, 11.6 and 11.14 hereof, as well as to any other fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under subsection 10.7 with respect to obligations and liabilities accruing prior to the replacement of such Affected Bank. If the Affected Bank is an Issuing Bank, Borrower shall, at the time of or prior to replacement of such Affected Bank hereunder, cause all Facility L/Cs issued by such Affected Bank to be canceled and returned to such Affected Bank or, to the extent that any one or more of such Facility L/Cs is not so canceled and returned, provide to such Affected Bank, as security for the Reimbursement Obligations in respect of such Facility L/Cs, cash collateral or a Letter of Credit issued by a bank, and in form and substance, reasonably satisfactory to such Affected Bank. If and for as long as any Facility L/C issued by an Affected Bank is an remains outstanding after the replacement of such Affected Bank, such Affected Bank shall no longer be continue to have (but solely with respect to such outstanding Facility L/Cs issued by it prior to its replacement) the rights and obligations of an Issuing Bank hereunder (including the right to receive the portion of the Facility L/C Fees payable to the Issuing Bank in respect of such Facility L/Cs under subsection 2.18(a)(i) hereof). Any Facility L/Cs issued by an Affected Bank for such period; providedthat is replaced hereunder shall not be extended, however, that nothing contained herein shall be deemed modified or amended (other than to restrict a Bank’s ability to recover additional amounts owed to such Bank pursuant to this Article VI or any Taxes or other amounts pursuant to Section 5.3 that such Bank would otherwise be entitled to in reduce the future and not directly arising out of the same circumstances which caused the provisions of this Section to originally become operativeamount thereof).

Replacement of Certain Banks. (a) In the event that any Bank(s) shall claim payment of any amounts pursuant to this Article VI or any Taxes or other amounts pursuant to Section 5.3, or shall be an Affected Bank for more than 30 days, such Bank(s) may accept a purchase offer as described hereinafter. If the Borrower shall find one or more banks that, if not a Bank, are each an Eligible Assignee and that unconditionally offer in writing (with a copy to the Administrative Agent) collectively to assume all of such Bank’s 's obligations hereunder and to purchase all of such Bank’s 's rights hereunder and principal and interest in the Loans owing to such Bank(s) and the Notes held by such Bank(s) without recourse, representation or warranty (other than as provided in the related Assignment and Assumption) for an amount to be received by such Bank(s) equal to the principal amount of such Loans plus interest accrued thereon to the date of such purchase plus any other amounts then payable hereunder on a date therein specified, then upon acceptance of such purchase offer, the Borrower shall be obligated to pay such costs and Taxes (other than Excluded Taxes) to such Bank(s) pursuant to this Article VI or Section 5.3 to the date of such purchase (at which time such Bank shall cease to be a Bank hereunder); provided that (a) if a Bank accepts the proposed purchase offer and the proposed purchasing bank(s) fails to purchase such rights and interest and to assume such obligations on such specified date in accordance with the terms of such offer, the Borrower shall continue to be obligated to pay the amounts or Taxes (other than Excluded Taxes) to such Bank pursuant to this Article VI and Section 5.3, and (b) if such Bank fails to accept such purchase offer, the Borrower shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant to Section 5.3 from and after the date of such purchase offer and to the extent that such Bank is an Affected Bank, such Bank shall no longer be an Affected Bank for such period; provided, however, that nothing contained herein shall be deemed to restrict a Bank’s 's ability to recover additional amounts owed to such Bank pursuant to this Article VI or any Taxes or other amounts pursuant to Section 5.3 that such Bank would otherwise be entitled to in the future and not directly arising out of the same circumstances which caused the provisions of this Section to originally become operative. (b) If any Bank becomes a Defaulting Bank, the Borrower may elect to replace such Defaulting Bank as a Bank party to this Agreement, provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Bank Obligations due to the Affected Bank pursuant to an Assignment and Assumption and to become a Bank for all purposes under this Agreement and to assume all obligations of the Defaulting Bank to be terminated as of such date and to comply with the requirements of Section 14.10 applicable to assignments, and (ii) the Borrower shall pay to such Defaulting Bank in same day funds on the day of such replacement all interest, fees and other amounts then accrued but unpaid to such Defaulting Bank by the Borrower hereunder to and including the date of termination, including without limitation amounts owed to such Bank pursuant to this Article VI or any Taxes or other amounts pursuant to Section 5.3, (with the amount under Section 6.4 being calculated as if the Loan of such Defaulting Bank had been prepaid on such day of replacement, rather than sold to the replacement Bank).

Replacement of Certain Banks. In the event that any Bank(sa Bank ("Affected Bank"): (i) shall claim payment of any amounts pursuant have requested compensation from the Borrower under Sections 2.14 or 2.15 to this Article VI or any Taxes or recover additional costs incurred by such Bank that are not being incurred generally by the other amounts Banks, (ii) shall have delivered a notice pursuant to Section 5.32.16 claiming that such Bank is unable to extend LIBOR Loans to the Borrower for reasons not generally applicable to the other Banks, (iii) shall have invoked Section 11.13 or shall be an (iv) is a Rejecting Bank pursuant to Section 2.19, then, in any such case, the Borrower or the Agent may make written demand on such Affected Bank for more than 30 days, such Bank(s) may accept a purchase offer as described hereinafter. If the Borrower shall find one or more banks that, if not a Bank, are each an Eligible Assignee and that unconditionally offer in writing (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) collectively for the Affected Bank to assume all assign, and, if a Replacement Bank (as hereinafter defined) notifies the Affected Bank of such Bank’s obligations hereunder and its willingness to purchase the Affected Bank's interest and the Agent and the Borrower consent thereto in writing, then such Affected Bank shall assign pursuant to one or more duly executed assignment and acceptance agreements in substantially and in all of such Bank’s rights hereunder and principal and interest material respects in the Loans owing to such Bank(sform and substance of EXHIBIT G five (5) and the Notes held by such Bank(s) without recourse, representation or warranty (other than as provided in the related Assignment and Assumption) for an amount to be received by such Bank(s) equal to the principal amount of such Loans plus interest accrued thereon to Business Days after the date of such purchase plus any other amounts then payable hereunder on a date therein specifieddemand, then upon acceptance to one or more financial institutions that comply with the provisions of Section 12.03(a) that the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("Replacement Bank"), all of such purchase offer, the Borrower shall be obligated to pay such costs and Taxes (other than Excluded Taxes) to such Bank(s) pursuant to this Article VI or Section 5.3 to the date of such purchase (at which time such Bank shall cease to be a Bank hereunder); provided that (a) if a Bank accepts the proposed purchase offer and the proposed purchasing bank(s) fails to purchase such Affected Bank's rights and interest and to assume such obligations on such specified date in accordance with the terms of such offer, the Borrower shall continue to be obligated to pay the amounts or Taxes (other than Excluded Taxes) to such Bank pursuant to this Article VI and Section 5.3, and (b) if such Bank fails to accept such purchase offer, the Borrower shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant to Section 5.3 from and after the date of such purchase offer assignment) under this Agreement and the other Loan Documents (including, without limitation, its Commitment and all Loans owing to the extent that such Bank is an Affected Bank, such Bank shall no longer be an Affected Bank for such period; provided, however, that nothing contained herein shall be deemed to restrict a Bank’s ability to recover additional amounts owed to such Bank pursuant to this Article VI or any Taxes or other amounts pursuant to it) in accordance with Section 5.3 that such Bank would otherwise be entitled to in the future and not directly arising out of the same circumstances which caused the provisions of this Section to originally become operative12.

Replacement of Certain Banks. In (a) Notwithstanding any other provision of this Agreement, the event that Company, at any Bank(s) shall claim payment of time after any amounts pursuant to this Article VI Bank or any Taxes or other amounts Bank's participant has (i) delivered a certificate pursuant to Section 5.3, 4.07 or shall be an Affected Bank for more than 30 days, such Bank(snotified the Agent that it is unable to extend or maintain any Offshore Rate Loans (including Offshore Currency Loans) may accept or (ii) failed to fund a purchase offer as described hereinafter. If the Borrower shall find one or more banks that, if not a Bank, are each an Eligible Assignee and Loan at any time that unconditionally offer in writing (with a copy to the Administrative Agent) collectively to assume all of such Bank’s obligations hereunder and to purchase all of such Bank’s rights hereunder and principal and interest in the Loans owing to such Bank(s) and the Notes held by such Bank(s) without recourse, representation or warranty (other than as provided in the related Assignment and Assumption) for an amount to be received by such Bank(s) equal to the principal amount of such Loans plus interest accrued thereon to the date of such purchase plus any other amounts then payable hereunder on a date therein specified, then upon acceptance of such purchase offer, the Borrower shall be obligated to pay such costs and Taxes (other than Excluded Taxes) to such Bank(s) pursuant to this Article VI or Section 5.3 to the date of such purchase (at which time such Bank shall cease have been committed to make such Loan or in the event such Bank may be replaced pursuant to the provisions of subsection 11.08(e) (in any such case, a "Certificate Bank"), shall have the right to replace the Certificate Bank hereunder); provided that (a) if a Bank accepts the proposed purchase offer and the proposed purchasing bank(s) fails to purchase such rights and interest and to assume such obligations on such specified date in accordance with this Section 4.09. Notwithstanding the terms of such offerforegoing, in no event may the Borrower shall continue to be obligated to pay Company replace the amounts or Taxes (other than Excluded Taxes) to such Certificate Bank pursuant to this Article VI Section 4.09 if (i) the Agent shall have received notice from the Required Banks specifying that a Default or an Event of Default shall have occurred and Section 5.3, be continuing and (ii) such Default or Event of Default shall not have been subsequently cured or waived. (b) if The Company, in exercising its right to replace the Certificate Bank, shall (i) reduce the Commitment of such Bank fails to accept zero and (ii) (A) agree with one or more Banks to concurrently increase the respective Commitments of such purchase offerBank or Banks by an aggregate amount not in excess of the amount of the Commitment of the Certificate Bank prior to the exercise of this Section 4.09, in full substitution of the Borrower Certificate Bank, (B) add one or more additional Eligible Assignees as signatories to this Agreement for Commitments equal to the amount of the Commitment of the Certificate Bank prior to the Company's exercise of this Section 4.09, in full substitution of the Certificate Bank or (C) any combination of increases in Commitments pursuant to (A) above and additional new lenders pursuant to (B) above, so long as the aggregate sum of the increases in Commitments plus the additional Commitments of the additional lenders equals the amount of the Commitment of the Certificate Bank prior to the exercise of this Section 4.09 and no new lender has a Commitment of less than $5,000,000. Any new lender becoming a signatory to this Agreement shall, without further action, be considered a Bank for all purposes of this Agreement at the time of execution of an appropriate Assignment and Acceptance. (c) The Company shall have the right to select any additional Eligible Assignee or Eligible Assignees to become signatories to this Agreement pursuant to subsection 4.09(b) above, subject to the consent of the Agent, which consent shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant to Section 5.3 from and after the date of such purchase offer and to the extent that such Bank is an Affected Bank, such Bank shall no longer be an Affected Bank for such period; provided, however, that nothing contained herein shall be deemed to restrict a Bank’s ability to recover additional amounts owed to such Bank pursuant to this Article VI or any Taxes or other amounts pursuant to Section 5.3 that such Bank would otherwise be entitled to in the future and not directly arising out of the same circumstances which caused the provisions of this Section to originally become operativeunreasonably withheld.

Replacement of Certain Banks. In (a) Notwithstanding any other provision of this Agreement, the Company, at any time after any Bank or any Bank's participant has (i) delivered a certificate pursuant to Section 4.07 or notified the Agent that it is unable to extend or maintain any Offshore Rate Loans (including Offshore Currency Loans) or (ii) failed to fund a Loan at any time that such Bank shall have been committed to make such Loan or in the event that such Bank may be replaced pursuant to the provisions of subsection 11.08(e) (in any Bank(s) such case, a "Certificate Bank"), shall claim payment of any amounts have the right to replace the Certificate Bank in accordance with this Section 4.09. Notwithstanding the foregoing, in no event may the Company replace the Certificate Bank pursuant to this Article VI Section 4.09 if (i) the Agent shall have received notice from the Required Banks specifying that a Default or any Taxes an Event of Default shall have occurred and be continuing and (ii) such Default or other amounts pursuant Event of Default shall not have been subsequently cured or waived. (b) The Company, in exercising its right to Section 5.3replace the Certificate Bank, or shall be an Affected (i) reduce the Commitment of such Bank for more than 30 days, such Bank(sto zero and (ii) may accept a purchase offer as described hereinafter. If the Borrower shall find (A) agree with one or more banks thatBanks to concurrently increase the respective Commitments of such Bank or Banks by an aggregate amount not in excess of the amount of the Commitment of the Certificate Bank prior to the exercise of this Section 4.09, if not a in full substitution of the Certificate Bank, are each an (B) add one or more additional Eligible Assignee and that unconditionally offer in writing (with a copy Assignees as signatories to the Administrative Agent) collectively to assume all of such Bank’s obligations hereunder and to purchase all of such Bank’s rights hereunder and principal and interest in the Loans owing to such Bank(s) and the Notes held by such Bank(s) without recourse, representation or warranty (other than as provided in the related Assignment and Assumption) this Agreement for an amount to be received by such Bank(s) Commitments equal to the principal amount of the Commitment of the Certificate Bank prior to the Company's exercise of this Section 4.09, in full substitution of the Certificate Bank or (C) any combination of increases in Commitments pursuant to (A) above and additional new lenders pursuant to (B) above, so long as the aggregate sum of the increases in Commitments plus the additional Commitments of the additional lenders equals the amount of the Commitment of the Certificate Bank prior to the exercise of this Section 4.09 and no new lender has a Commitment of less than $5,000,000. Any new lender becoming a signatory to this Agreement shall, without further action, be considered a Bank for all purposes of this Agreement at the time of execution of an appropriate Assignment and Acceptance. (c) The Company shall have the right to select any additional Eligible Assignee or Eligible Assignees to become signatories to this Agreement pursuant to subsection 4.09(b) above, subject to the consent of the Agent, which consent shall not be unreasonably withheld. (d) The Company shall give the Agent and any Certificate Bank being replaced not less than five Business Days' notice of the date (which shall be a Business Day) on which such Certificate Bank shall be replaced. (e) Each Bank or additional lender which replaces a Certificate Bank pursuant to this Section 4.09 shall acquire all (or if more than one Bank or lender is replacing a Certificate Bank the aggregate shall severally acquire all) of the then outstanding Loans plus and L/C Obligations of the Certificate Bank. (f) At the time of replacement, the Certificate Bank shall have been paid in full the principal of, and interest accrued thereon and unpaid to the date of such purchase plus any other amounts then payable hereunder on a date therein specifiedreplacement on, then upon acceptance all outstanding Loans and unreimbursed L/C Obligations of such purchase offerthe Certificate Bank, the Borrower shall be obligated to pay such costs and Taxes (other than Excluded Taxes) to such Bank(s) pursuant to this Article VI or Section 5.3 all accrued and unpaid to the date of such purchase replacement fees owing to the Certificate Bank. (at g) After a Certificate Bank is replaced pursuant to this Section 4.09, it shall have no further rights (other than rights which time such Bank by the terms hereof survive the termination hereof) or obligations hereunder (and shall cease to no longer be a Bank hereunder"Bank" for purposes hereof); provided that (a) if a replaced Certificate Bank shall retain its rights and obligations as a Bank accepts hereunder with respect to the proposed purchase offer and the proposed purchasing bank(s) fails to purchase such rights and interest and to assume such obligations on such specified date in accordance with the terms of such offer, the Borrower shall continue to be obligated to pay the amounts or Taxes (other than Excluded Taxes) to such Bank pursuant to this Article VI and Section 5.3, and (b) if such Bank fails to accept such purchase offer, the Borrower shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI period before it was so replaced (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant to Section 5.3 from and after the date of such purchase offer and to the extent that it shall have assigned or otherwise transferred such Bank is an Affected Bank, such Bank shall no longer be an Affected Bank for such period; provided, however, that nothing contained herein shall be deemed to restrict a Bank’s ability to recover additional amounts owed to such Bank pursuant to this Article VI or any Taxes or other amounts pursuant to Section 5.3 that such Bank would otherwise be entitled to in the future and not directly arising out of the same circumstances which caused the provisions of this Section to originally become operativerights).

Replacement of Certain Banks. (a) In the event that any Bank(sa Bank ("Affected Bank"): (i) shall claim payment of any amounts pursuant have requested compensation from the Borrower under Sections 2.14 or 2.15 to this Article VI or any Taxes or recover additional costs incurred by such Bank that are not being incurred generally by the other amounts Banks, (ii) shall have delivered a notice pursuant to Section 5.32.16 claiming that such Bank is unable to extend LIBOR Loans to the Borrower for reasons not generally applicable to the other Banks, (iii) shall have invoked Section 11.13 or shall be an (iv) is a Rejecting Bank pursuant to Section 2.19, then, in any such case, the Borrower or the Agent may make written demand on such Affected Bank for more than 30 days, such Bank(s) may accept a purchase offer as described hereinafter. If the Borrower shall find one or more banks that, if not a Bank, are each an Eligible Assignee and that unconditionally offer in writing (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) collectively for the Affected Bank to assume all assign, and, if a Replacement Bank (as hereinafter defined) notifies the Affected Bank of such Bank’s obligations hereunder and its willingness to purchase the Affected Bank's interest and the Agent and the Borrower consent thereto in writing, then such Affected Bank shall assign pursuant to one or more duly executed assignment and acceptance agreements in substantially and in all of such Bank’s rights hereunder and principal and interest material respects in the Loans owing to such Bank(sform and substance of EXHIBIT I five (5) and the Notes held by such Bank(s) without recourse, representation or warranty (other than as provided in the related Assignment and Assumption) for an amount to be received by such Bank(s) equal to the principal amount of such Loans plus interest accrued thereon to Business Days after the date of such purchase plus any other amounts then payable hereunder on demand, to one or more financial institutions that comply with the provisions of Section 12.03(a) that the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("Replacement Bank"), all (or, to the extent permitted under Section 2.20(b), a date therein specified, then upon acceptance part) of such purchase offer, the Borrower shall be obligated to pay such costs and Taxes (other than Excluded Taxes) to such Bank(s) pursuant to this Article VI or Section 5.3 to the date of such purchase (at which time such Bank shall cease to be a Bank hereunder); provided that (a) if a Bank accepts the proposed purchase offer and the proposed purchasing bank(s) fails to purchase such Affected Bank's rights and interest and to assume such obligations on such specified date in accordance with the terms of such offer, the Borrower shall continue to be obligated to pay the amounts or Taxes (other than Excluded Taxes) to such Bank pursuant to this Article VI and Section 5.3, and (b) if such Bank fails to accept such purchase offer, the Borrower shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant to Section 5.3 from and after the date of such purchase offer assignment) under this Agreement and the other Loan Documents (including, without limitation, its Commitment and all Loans owing to the extent that such Bank is an Affected Bank, such Bank shall no longer be an Affected Bank for such period; provided, however, that nothing contained herein shall be deemed to restrict a Bank’s ability to recover additional amounts owed to such Bank pursuant to this Article VI or any Taxes or other amounts pursuant to it) in accordance with Section 5.3 that such Bank would otherwise be entitled to in the future and not directly arising out of the same circumstances which caused the provisions of this Section to originally become operative12.

Replacement of Certain Banks. In the event that any Bank(s) shall claim payment of any amounts pursuant to this Article VI or any Taxes or other amounts pursuant to Section 5.3, or shall be is an Affected Bank for more than 30 daysBank, such Bank(s) may accept a purchase offer as described hereinafter. If the Borrower Company shall find one or more banks that, if not a Bank, are each an Eligible Assignee consented to by the Administrative Agent and each Issuing Bank to the extent required pursuant to Section 11.8, and that unconditionally offer in writing (with a copy to the Administrative Agent) collectively to assume all of such Affected Bank’s 's obligations hereunder and to purchase all of such Affected Bank’s 's rights hereunder and principal and interest in the Loans owing to such Bank(s) and the Notes Notes, if any, held by such Affected Bank(s) ), and such Affected Bank's participation in any Letter of Credit Obligations without recourse, representation or warranty (other than as provided in the related Assignment and AssumptionExhibit E) for an amount to be received by such Affected Bank(s) equal to the principal amount of such Affected Bank's Notes and Loans and Letter of Credit Advances plus interest accrued thereon to the date of such purchase plus any other amounts then payable hereunder on a date therein specified, and make arrangements reasonably satisfactory to such Bank(s), with respect to all outstanding Letters of Credit as to which such Affected Bank is the Issuing Bank, then upon acceptance of such purchase offer, the Borrower Company shall be obligated to pay such costs the amounts and Taxes (other than Excluded Taxes) to such Affected Bank(s) pursuant to this Article VI or Section 5.3 IV to the date of such purchase (at which time such Affected Bank shall cease to be a Bank hereunder); provided provided, that (a) if a an Affected Bank accepts the proposed purchase offer and the proposed purchasing bank(s) fails to purchase such rights and interest and to assume such obligations on such specified date in accordance with the terms of such offer, the Borrower Company shall continue to be obligated to pay the amounts or Taxes (other than Excluded Taxes) to such Affected Bank pursuant to this Article VI and Section 5.34.1 and/or Section 4.3, and (b) if such Affected Bank fails to accept such purchase offer, the Borrower Company shall not be obligated to pay to such Bank such amounts that such Bank would otherwise be currently entitled to pursuant to this Article VI (except under Section 6.3) or any Taxes (other than Excluded Taxes) or other amounts pursuant to Section 5.3 IV for the period from and after the date of such purchase offer with respect to claims pursuant to Section 4.1 and/or 4.3 existing as of such date, and to the extent that such Bank is an Affected Bank, such Bank shall no longer be an Affected Bank for such period; provided, however, that nothing contained herein shall be deemed with respect to restrict a Bank’s ability to recover additional amounts owed to such Bank pursuant to this Article VI or any Taxes or other amounts claims pursuant to Section 5.3 that such Bank would otherwise be entitled to in the future and not directly arising out 4.1 and/or Section 4.3 existing as of the same circumstances which caused the provisions date of this Section its failure to originally become operativeaccept such purchase.