Common use of Substitution of Bank Clause in Contracts

Substitution of Bank. If (i) the obligation of any Bank to make LIBOR Loans has been suspended pursuant to Section 2.12, (ii) any Bank has demanded compensation under Sections 2.13 and/or 2.15 or payments from Borrower under Section 2.20 or (iii) any Bank becomes a Defaulting Bank (in each case, an “Affected Bank”), Borrower shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) (each a “Purchasing Bank”) to purchase the Revolving Note and assume the Revolving Credit Commitment of such Affected Bank. The Affected Bank shall be obligated to sell its Revolving Note and assign its Revolving Credit Commitment and participation in Letters of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Note and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, (A) Borrower shall pay to the Affected Bank the sum of (y) all fees accrued for its account under this Agreement to but excluding the date of such sale, and (z) any additional compensation accrued for its account under Sections 2.13 and/or 2.15 to but excluding the date of such sale, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter and (C) such assignment does not conflict with applicable Requirements of Law. Upon such sale, (1) the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit and the Affected Bank shall be released from its obligations under this Agreement to a corresponding extent and (2) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent shall enter into an Assignment and Assumption Agreement in accordance with Section 9.09(c), whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all the rights and obligations of a Bank with a Revolving Credit Commitment in an amount equal to the Revolving Credit Commitment of the Affected Bank. In connection with any assignment pursuant to this Section, Borrower shall pay to the Administrative Agent the administrative fee of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected Bank, the Administrative Agent and Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Note.

Substitution of Bank. If (i) the obligation of any Bank to make LIBOR Euro-Dollar Loans has been suspended pursuant to Section 2.128.02 hereof, (ii) any Bank has demanded compensation under Sections 2.13 and/or 2.15 Section 8.03 or payments from Borrower under Section 2.20 or 8.04 hereof, (iii) any Bank becomes a Defaulting has demanded compensation under Section 2.05(f) hereof in an amount determined in good faith by the Borrower to be materially in excess of the amount demanded by other Banks, provided that in no event shall the aggregate Credit Exposures of Banks replaced pursuant to this clause (iii) exceed 30% of the aggregate Credit Exposure of all Banks or (iv) any Bank (has defaulted in each caseits obligation to lend hereunder, an “Affected Bank”), the Borrower shall have the right, if no Event of Default then exists, to replace such Bank (the "REPLACED BANK") hereunder with one or more other banks (collectively, the assistance of "REPLACEMENT BANK") acceptable to the Administrative Agent; provided that (i) at the time of any replacement pursuant to this Section 8.06, to, without recourse (the Replaced Bank and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be Replacement Bank shall enter into one or more Assignment and Assumption Agreements, substantially in the form of Exhibit D hereto, pursuant to which the Banks) (each a “Purchasing Bank”) to purchase the Revolving Note and assume the Revolving Credit Commitment of such Affected Bank. The Affected Replacement Bank shall be obligated to sell its Revolving Note acquire the Commitments and assign its Revolving Credit Commitment and participation in Letters of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Note and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Replaced Bank on the date of such sale. In and, in connection with any such saletherewith, and as conditions thereof, (A) Borrower shall pay (to the Affected extent not paid by the Borrower) to the Replaced Bank in respect thereof an amount equal to the sum of (yA) all fees accrued for its account under this Agreement an amount equal to but excluding the date of such saleprincipal of, and (z) any additional compensation all accrued for its account under Sections 2.13 and/or 2.15 to but excluding interest on, all outstanding Loans of the date of such saleReplaced Bank, (B) in an amount equal to all accrued, but theretofore unpaid, fees hereunder owing to the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter Replaced Bank and (C) an amount equal to the amount which would be payable by the Borrower to the Replaced Bank pursuant to Section 2.11 if the Borrower prepaid at the time of such replacement all of the Loans of such Replaced Bank outstanding at such time and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above of this proviso in respect of which the assignment does not conflict purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with applicable Requirements of Lawsuch replacement. Upon such sale, (1) the Purchasing Bank or Purchasing Banks shall assume execution of the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit and the Affected Bank shall be released from its obligations under this Agreement to a corresponding extent and (2) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent shall enter into an respective Assignment and Assumption Agreement Agreements, the payment of amounts referred to in accordance with Section 9.09(c)clauses (i) and (ii) of the above proviso and, whereupon such Purchasing if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall be become a Bank party hereunder and the Replaced Bank shall cease to this Agreement, shall be deemed to be an Assignee under constitute a Bank hereunder. The provisions of this Agreement (including without limitation Sections 2.11, 8.03, 8.04 and 9.03) shall have all continue to govern the rights and obligations of a Replaced Bank with respect to any Loans made or any other actions taken by such Bank while it was a Revolving Credit Commitment Bank. Nothing in an amount equal to this Section 8.06 shall affect the Revolving Credit Commitment rights of the Affected Bank. In connection with Borrower against any assignment pursuant to this Section, Borrower shall pay to the Administrative Agent the administrative fee of $3,500 for processing such assignment referred to Bank which defaults in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected Bank, the Administrative Agent and Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Noteits obligations hereunder.

Substitution of Bank. If (i) the obligation of any Bank to make LIBOR Loans or maintain Eurocurrency Advances has been suspended pursuant to Section 2.123.10 when not all Banks' obligations have been suspended, (ii) any Bank has demanded compensation under Sections 2.13 and/or 2.15 does not agree to an amendment or payments from Borrower under Section 2.20 other modification to this Agreement or any other Loan Document which requires the approval of all Banks when the Requisite Banks have agreed or (iii) any Bank becomes is a Defaulting Bank (in each caseBank, an “Affected Bank”), the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Bank (a "Replaced Bank") with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be one or more other Banks or other lenders (collectively, the "Replacement Bank") acceptable to the Agent, provided that (x) at the time of any replacement pursuant to this Section 3.11, the Replacement Bank shall enter into one or more Assignment and Acceptances, pursuant to which the Replacement Bank shall acquire the Commitments and outstanding Advances and other obligations of the Banks) (each a “Purchasing Bank”) to purchase the Revolving Note and assume the Revolving Credit Commitment of such Affected Bank. The Affected Replaced Bank shall be obligated to sell its Revolving Note and assign its Revolving Credit Commitment and participation and, in Letters of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do soconnection therewith, at an aggregate price equal to the outstanding principal amount of such Revolving Note and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, (A) Borrower shall pay to the Affected Replaced Bank in respect thereof an amount equal to the sum of (yA) all fees accrued for its account under this Agreement to but excluding the date amount of such saleprincipal of, and (z) any additional compensation all accrued for its account under Sections 2.13 and/or 2.15 to but excluding interest on, all outstanding Loans of the date of such saleReplaced Bank, (B) in the case amount of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required all accrued, but theretofore unpaid, fees owing to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter the Replaced Bank and (C) the amount which would be payable by the Borrower to the Replaced Bank pursuant to Section 7.4 if the Borrower prepaid at the time of such replacement all of the Loans of such Replaced Bank outstanding at such time and (y) all obligations of the Borrower then owing to the Replaced Bank (other than those specifically described in clause (x) above in respect of which the assignment does not conflict purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with applicable Requirements of Lawsuch replacement. Upon such salethe execution of the respective Assignment and Acceptances, the payment of amounts referred to in clauses (1x) and (y) above and, if so requested by the Purchasing Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Purchasing Banks Notes executed by the Borrower, the Replacement Bank shall assume the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit become a Bank hereunder and the Affected Replaced Bank shall be released from its obligations under cease to constitute a Bank hereunder. The provisions of this Agreement shall continue to a corresponding extent and (2) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent shall enter into an Assignment and Assumption Agreement in accordance with Section 9.09(c), whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all govern the rights and obligations of a Replaced Bank with respect to any Loans made or any other actions taken by such Bank while it was a Revolving Credit Commitment in an amount equal Bank. Nothing herein shall release any Defaulting Bank from any obligation it may have to the Revolving Credit Commitment of Borrower, the Affected Agent or any other Bank. In connection with any assignment pursuant Each Bank agrees to this Sectiontake such actions, Borrower at the Borrower's expense, as may be reasonably necessary to effect the foregoing if it shall pay to the Administrative Agent the administrative fee of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected become a Replaced Bank, the Administrative Agent and Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Note.

Substitution of Bank. If (i) the obligation of any Bank to make LIBOR Loans has been suspended pursuant to Section 2.12, (ii) any Bank has demanded compensation under Sections 2.13 and/or 2.15 or payments from Borrower under Section 2.20 or (iii) any Bank becomes a Defaulting Bank (in each case, an “Affected Bank”), Borrower shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) (each a “Purchasing Bank”) to purchase the Revolving Credit Note and assume the Revolving Credit Commitment of such Affected Bank. The Affected Bank shall be obligated to sell its Revolving Credit Note and assign its Revolving Credit Commitment and participation in Letters of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Credit Note and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, (A) Borrower shall pay to the Affected Bank the sum of (y) all fees accrued for its account under this Agreement to but excluding the date of such sale, and (z) any additional compensation accrued for its account under Sections 2.13 and/or 2.15 to but excluding the date of such sale, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter and (C) such assignment does not conflict with applicable Requirements of Law. Upon such sale, (1) the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit and the Affected Bank shall be released from its obligations under this Agreement to a corresponding extent and (2) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent shall enter into an Assignment and Assumption Agreement in accordance with Section 9.09(c), whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all the rights and obligations of a Bank with a Revolving Credit Commitment in an amount equal to the Revolving Credit Commitment of the Affected Bank. In connection with any assignment pursuant to this Section, Borrower shall pay to the Administrative Agent the administrative fee of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected Bank, the Administrative Agent and Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Note.

Substitution of Bank. If (i) the obligation of any Bank to make LIBOR SOFR Loans has been suspended pursuant to Section 2.12, (ii) any Bank has demanded compensation under Sections 2.13 and/or 2.15 or payments from any Borrower under Section 2.20 or (iii) any Bank becomes a Defaulting Bank or Non-Consenting Bank (in each case, an “Affected Bank”), Borrower the Borrowers shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) (each a “Purchasing Bank”) to purchase the Revolving Note Credit Exposure and Revolving Credit Note, if any, and assume the Revolving Credit Commitment of such Affected Bank. The Affected Bank shall be obligated to sell its Revolving Credit Note and assign its Revolving Credit Commitment and participation in Letters of Credit and Swingline Loans to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower the Borrowers requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Credit Note and any funded participations in Letters of Credit and Swingline Loans not refinanced through the borrowing of Revolving Loans, plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under Section 2.10 if each Borrower had prepaid the outstanding LIBOR SOFR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, (A) each Borrower shall pay to the Affected Bank its Applicable Share of the sum of (y) all fees accrued for its account under this Agreement to but excluding the date of such sale, and (z) any additional compensation accrued for its account under Sections 2.13 and/or 2.15 to but excluding the date of such sale, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter thereafter, (C) in the case of an assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable waiver, consent or amendment and (CD) such assignment does not conflict with applicable Requirements of Law. Upon such sale, (1) the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit and Swingline Loans and the Affected Bank shall be released from its obligations under this Agreement to a corresponding extent and (2) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower the Borrowers and the Administrative Agent shall enter into an Assignment and Assumption Agreement in accordance with Section 9.09(c), whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all the rights and obligations of a Bank with a Revolving Credit Commitment in an amount equal to the Revolving Credit Commitment of the Affected Bank. In connection with any assignment pursuant to this Section, each Borrower shall pay to the Administrative Agent its Applicable Share of the administrative fee of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected Bank, the Administrative Agent and Borrower the Borrowers shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Note.

Substitution of Bank. If (i) the obligation of any Bank to make LIBOR or maintain Euro-Dollar Loans has been suspended pursuant to Section 2.12, 8.2 or (ii) any Bank has demanded compensation under Sections 2.13 and/or 2.15 Section 8.3 or payments from Borrower under Section 2.20 or (iii) any Bank becomes a Defaulting Bank (in each case8.4, an “Affected Bank”), the Borrower shall have the right, if no Default then exists, to replace such Bank (the "Replaced Bank") with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be one or more other banks (collectively, the "Replacement Bank") reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 8.6, the Banks) (each a “Purchasing Bank”) to purchase the Revolving Note and assume the Revolving Credit Commitment of such Affected Bank. The Affected Replacement Bank shall be obligated enter into one or more Assignment and Assumption Agreements, substantially in the form of Exhibit G hereto, pursuant to sell its Revolving Note and assign its Revolving Credit which the Replacement Bank shall acquire the aggregate Commitment and participation in Letters of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Note and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Replaced Bank on the date of such sale. In and, in connection with any such saletherewith, and as conditions thereof, (A) Borrower shall pay to the Affected Replaced Bank in respect thereof an amount equal to the sum of (yA) all fees accrued for its account under this Agreement an amount equal to but excluding the date of such saleprincipal of, and (z) any additional compensation all accrued for its account under Sections 2.13 and/or 2.15 to but excluding interest on, all outstanding Loans of the date of such saleReplaced Bank, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required an amount equal to be made all accrued, but theretofore unpaid, fees under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter 2.8 owing to the Replaced Bank and (C) an amount equal to the amount which would be payable by the Borrower to the Replaced Bank pursuant to Section 2.12 if the Borrower prepaid at the time of such replacement all of the Loans of such Replaced Bank outstanding at such time and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment does not conflict purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with applicable Requirements of Lawsuch replacement. Upon such sale, (1) the Purchasing Bank or Purchasing Banks shall assume execution of the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit and the Affected Bank shall be released from its obligations under this Agreement to a corresponding extent and (2) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent shall enter into an respective Assignment and Assumption Agreement Agreements, the payment of amounts referred to in accordance with Section 9.09(c)clauses (i) and (ii) above and, whereupon such Purchasing if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall be become a Bank party hereunder and the Replaced Bank shall cease to this Agreement, shall be deemed to be an Assignee under constitute a Bank hereunder. The provisions of this Agreement and shall have all continue to govern the rights and obligations of a Replaced Bank with respect to any Loans made or any other actions taken by such Bank while it was a Revolving Credit Commitment in an amount equal to the Revolving Credit Commitment of the Affected Bank. In connection with any assignment pursuant to this Section, Borrower shall pay to the Administrative Agent the administrative fee of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected Bank, the Administrative Agent and Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Note.

Substitution of Bank. If (i) the obligation of any Bank to make LIBOR or maintain Eurocurrency Rate Loans has been suspended pursuant to Section 2.12, 3.8 when not all Banks' obligations have been suspended or (ii) any Bank has demanded compensation under Sections 2.13 and/or 2.15 or payments from Borrower under Section 2.20 or (iii) any Bank becomes is a Defaulting Bank (in each caseBank, an “Affected Bank”), Borrower the Company shall have the right, if no Default or Event of Default then exists, to replace such Bank (a "Replaced Bank") with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be one or more other Banks or other lenders (collectively, the "Replacement Bank") acceptable to the Agent, provided that (x) at the time of any replacement pursuant to this Section 3.12, the Replacement Bank shall enter into one or more Assignment and Acceptances, pursuant to which the Replacement Bank shall acquire the Commitments and outstanding Advances and other obligations of the Banks) (each a “Purchasing Bank”) to purchase the Revolving Note and assume the Revolving Credit Commitment of such Affected Bank. The Affected Replaced Bank shall be obligated to sell its Revolving Note and assign its Revolving Credit Commitment and participation and, in Letters of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do soconnection therewith, at an aggregate price equal to the outstanding principal amount of such Revolving Note and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, (A) Borrower shall pay to the Affected Replaced Bank in respect thereof an amount equal to the sum of (yA) all fees accrued for its account under this Agreement to but excluding the date amount of such saleprincipal of, and (z) any additional compensation all accrued for its account under Sections 2.13 and/or 2.15 to but excluding interest on, all outstanding Loans of the date of such saleReplaced Bank, (B) in the case amount of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required all accrued, but theretofore unpaid, fees owing to be made the Replaced Bank under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter 2.5 and (C) the amount which would be payable by the Borrowers to the Replaced Bank pursuant to Section 3.9 if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Bank outstanding at such time and (y) all obligations of the Borrowers then owing to the Replaced Bank (other than those specifically described in clause (x) above in respect of which the assignment does not conflict purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with applicable Requirements of Lawsuch replacement. Upon such salethe execution of the respective Assignment and Acceptances, the payment of amounts referred to in clauses (1x) and (y) above and, if so requested by the Purchasing Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Purchasing Banks Notes executed by the Borrowers, the Replacement Bank shall assume the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit become a Bank hereunder and the Affected Replaced Bank shall be released from its obligations under cease to constitute a Bank hereunder. The provisions of this Agreement (including without limitation Sections 3.7, 3.9 and 9.5) shall continue to a corresponding extent and (2) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent shall enter into an Assignment and Assumption Agreement in accordance with Section 9.09(c), whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all govern the rights and obligations of a Replaced Bank with respect to any Loans made or any other actions taken by such Bank while it was a Revolving Credit Commitment in an amount equal Bank. Nothing herein shall release any Defaulting Bank from any obligation it may have to the Revolving Credit Commitment of Borrowers, the Affected Agent or any other Bank. In connection with any assignment pursuant Each Bank agrees to this Sectiontake such actions, Borrower at the Company's expense, as may be reasonably necessary to effect the foregoing if it shall pay to the Administrative Agent the administrative fee of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected become a Replaced Bank, the Administrative Agent and Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Note.

Substitution of Bank. If (i) the obligation of any Bank Lender to make LIBOR or to convert or continue outstanding Loans as or into Euro-Dollar Loans has been suspended pursuant to Section 2.128.02, (ii) any Bank Lender has demanded compensation under Sections 2.13 and/or 2.15 Section 8.03 or payments from Borrower under Section 2.20 8.04 or (iii) any Bank becomes a Defaulting Bank Lender (in each casethe “Non-Consenting Lender”) fails to execute and deliver any consent, an “Affected Bank”amendment or waiver to this Agreement requested by the Borrower by the date specified by the Borrower (or gives the Borrower written notice prior to such date of its intention not to do so), the Borrower shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject right to the restrictions contained in, and consents required by, Section 9.09), seek designate a mutually satisfactory substitute bank or banks (which may be one or more of the BanksLenders) (each a “Purchasing Bank”) to purchase the Revolving Note and assume the Revolving Credit Commitment of such Affected Bank. The Affected Bank shall be obligated to sell its Revolving Note and assign its Revolving Credit Commitment and participation in Letters of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal reasonably mutually satisfactory to the outstanding principal amount of such Revolving Note and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, (A) Borrower shall pay to the Affected Bank the sum of (y) all fees accrued for its account under this Agreement to but excluding the date of such sale, and (z) any additional compensation accrued for its account under Sections 2.13 and/or 2.15 to but excluding the date of such sale, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter and (C) such assignment does not conflict with applicable Requirements of Law. Upon such sale, (1) the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit and the Affected Bank shall be released from its obligations under this Agreement to a corresponding extent and (2) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent shall enter into (and, in the case of a Revolving Lender, the Issuing Banks) to purchase for cash, pursuant to an Assignment and Assumption Agreement in accordance with Section 9.09(c)substantially the form of Exhibit D hereto, whereupon the outstanding Loans and Letter of Credit Liabilities of such Purchasing Bank shall be Lender and assume the Commitment(s) of such Lender, without recourse to or warranty by, or expense to, such Lender, for a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all the rights and obligations of a Bank with a Revolving Credit Commitment in an amount purchase price equal to the Revolving Credit Commitment principal amount of all of such Lender’s outstanding Loans and Reimbursement Obligations plus any accrued but unpaid interest thereon and the Affected Bank. In connection with any assignment accrued but unpaid fees for the account of such Lender hereunder plus such amount, if any, as would be payable Table of Contents pursuant to this SectionSection 2.11 if the outstanding Loans of such Lender were prepaid in their entirety on the date of consummation of such assignment; provided that in the case of clause (iii) above, if such consent, amendment or waiver contemplates a reduction in the Applicable Margin in respect of any Initial Term Loans held by such Non-Consenting Lender, and the Applicable Margin is so reduced, the Borrower shall pay the Prepayment Fee (if any) required pursuant to Section 2.07(d) as if the Administrative Agent outstanding Initial Term Loans of such Non-Consenting Lender were prepaid in their entirety on the administrative fee date of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected Bank, the Administrative Agent and Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank receives such assignment in connection with a new NoteRefinancing.

Substitution of Bank. If (i) the obligation of any Bank to make LIBOR or maintain Euro-Dollar Loans has been suspended pursuant to Section 2.12, 8.02 ---- or (ii) any Bank has demanded compensation under Sections 2.13 and/or 2.15 Section 8.03 or payments from Borrower under Section 2.20 or (iii) any Bank becomes a Defaulting Bank (in each case8.04, an “Affected Bank”), the ---- ---- Borrower shall have the right, if no Default then exists, to replace such Bank (the "Replaced Bank") with one or more other banks (collectively, the assistance of "Replacement Bank") reasonably acceptable to the Administrative Agent, toprovided that (i) at the time of any replacement pursuant to this Section 8.06, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be ---- Replacement Bank shall enter into one or more Assignment and Assumption Agreements, substantially in the form of Exhibit G hereto, pursuant to which the Banks) (each a “Purchasing Bank”) to purchase the Revolving Note and assume the Revolving Credit Commitment of such Affected Bank. The Affected Replacement Bank shall be obligated to sell its Revolving Note and assign its Revolving Credit acquire the aggregate Commitment and participation in Letters of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Note and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Replaced Bank on the date of such sale. In and, in connection with any such saletherewith, and as conditions thereof, (A) Borrower shall pay to the Affected Replaced Bank in respect thereof an amount equal to the sum of (yA) all fees accrued for its account under this Agreement an amount equal to but excluding the date of such saleprincipal of, and (z) any additional compensation all accrued for its account under Sections 2.13 and/or 2.15 to but excluding interest on, all outstanding Loans of the date of such saleReplaced Bank, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required an amount equal to be made all accrued, but theretofore unpaid, fees under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter 2.08 owing to the Replaced Bank and (C) an amount equal to the amount ---- which would be payable by the Borrower to the Replaced Bank pursuant to Section 2.12 if the Borrower prepaid at the time of such replacement all of the Loans of ---- such Replaced Bank outstanding at such time and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment does not conflict purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with applicable Requirements of Lawsuch replacement. Upon such sale, (1) the Purchasing Bank or Purchasing Banks shall assume execution of the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit and the Affected Bank shall be released from its obligations under this Agreement to a corresponding extent and (2) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent shall enter into an respective Assignment and Assumption Agreement Agreements, the payment of amounts referred to in accordance with Section 9.09(c)clauses (i) and (ii) above and, whereupon such Purchasing if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall be become a Bank party hereunder and the Replaced Bank shall cease to this Agreement, shall be deemed to be an Assignee under constitute a Bank hereunder. The provisions of this Agreement and shall have all continue to govern the rights and obligations of a Replaced Bank with respect to any Loans made or any other actions taken by such Bank while it was a Revolving Credit Commitment in an amount equal to the Revolving Credit Commitment of the Affected Bank. In connection with any assignment pursuant to this Section, Borrower shall pay to the Administrative Agent the administrative fee of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected Bank, the Administrative Agent and Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Note.

Substitution of Bank. If (i) the obligation of any Bank to make LIBOR Loans has been suspended pursuant to Section 2.12, (ii) any Bank has demanded compensation under Sections 2.13 and/or 2.15 or payments from any Borrower under Section 2.20 or (iii) any Bank becomes a Defaulting Bank (in each case, an “Affected Bank”), Borrower the Borrowers shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) (each a “Purchasing Bank”) to purchase the Revolving Note Credit Exposure and Revolving Credit Note, if any, and assume the Revolving Credit Commitment of such Affected Bank. The Affected Bank shall be obligated to sell its Revolving Credit Note and assign its Revolving Credit Commitment and participation in Letters of Credit and Swingline Loans to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower the Borrowers requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Credit Note and any funded participations in Letters of Credit and Swingline Loans not refinanced through the borrowing of Revolving Loans, plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under Section 2.10 if each Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, (A) each Borrower shall pay to the Affected Bank its Applicable Share of the sum of (y) all fees accrued for its account under this Agreement to but excluding the date of such sale, and (z) any additional compensation accrued for its account under Sections 2.13 and/or 2.15 to but excluding the date of such sale, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter and (C) such assignment does not conflict with applicable Requirements of Law. Upon such sale, (1) the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit and Swingline Loans and the Affected Bank shall be released from its obligations under this Agreement to a corresponding extent and (2) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower the Borrowers and the Administrative Agent shall enter into an Assignment and Assumption Agreement in accordance with Section 9.09(c), whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all the rights and obligations of a Bank with a Revolving Credit Commitment in an amount equal to the Revolving Credit Commitment of the Affected Bank. In connection with any assignment pursuant to this Section, each Borrower shall pay to the Administrative Agent its Applicable Share of the administrative fee of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected Bank, the Administrative Agent and Borrower the Borrowers shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Note.

Substitution of Bank. If (i) the obligation of any Bank to make or maintain LIBOR Loans has been suspended pursuant to Section 2.12, 8.02 or (ii) any Bank has demanded compensation under Sections 2.13 and/or 2.15 Section 8.03 or is receiving increased payments from Borrower or indemnification payments under Section 2.20 or (iii) any Bank becomes a Defaulting Bank (in each case8.04, an “Affected Bank”), the Borrower shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject right to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks ("Substitute Banks"), which may be one or more of the Banks) (each a “Purchasing Bank”) Banks or one or more other banks satisfactory to the Administrative Agent, to purchase all (but not less than all) the Revolving Note Notes and assume the Revolving participations in the Letter of Credit Commitment Exposure and Swingline Loans of such Bank (the "Affected Bank. The ") and, if the Borrower locates a Substitute Bank, the Affected Bank shall be obligated shall, upon payment to sell its Revolving Note it of the purchase price agreed between it and assign its Revolving Credit Commitment and participation the Substitute Bank (or, failing such agreement, a purchase price in Letters the amount of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Note its Loans and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, plus unpaid accrued interest accrued thereon up to but excluding the date of sale payment plus the Affected Bank's Applicable Percentage of all unreimbursed Letter of Credit Disbursements) plus any amount of any compensation that would be (other than principal and interest) then due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, (A) Borrower shall pay to the Affected Bank the sum of (y) all fees it or accrued for its account under this Agreement to but excluding the date of such salehereunder, assign all its rights and (z) any additional compensation accrued for its account under Sections 2.13 and/or 2.15 to but excluding the date of such sale, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter and (C) such assignment does not conflict with applicable Requirements of Law. Upon such sale, (1) the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit and the Affected Bank shall be released from its obligations under this Agreement and the Notes to a corresponding extent and (2) the Affected Substitute Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent Substitute Bank shall enter into an Assignment assume such rights and Assumption Agreement in accordance with Section 9.09(c)obligations, whereupon such Purchasing the Substitute Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all the rights and obligations of a Bank. Any assignment by an Affected Bank with pursuant to this Section shall be treated as a Revolving Credit Commitment in an amount equal to the Revolving Credit Commitment prepayment of the Affected Bank. In connection with any assignment pursuant to this Section, Borrower shall pay to the Administrative Agent the administrative fee 's LIBOR Loans for purposes of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected Bank, the Administrative Agent and Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Note2.12.

Substitution of Bank. If (ia) the obligation of any Bank to make LIBOR Loans has been suspended pursuant to Section 2.12, 2.11 or (iib) any Bank has demanded compensation under Sections 2.13 and/or 2.15 or payments from Borrower under Section 2.20 or (iii) any Bank becomes a Defaulting Bank (in each case, an “"Affected Bank”"), Borrower shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) (each a “the "Purchasing Bank”" or "Purchasing Banks") to purchase the Revolving Note and assume the Revolving Credit Commitment of such Affected Bank. The Affected Bank shall be obligated to sell its Revolving Note and assign its Revolving Credit Commitment and participation in Letters of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Note and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, thereof plus unpaid interest accrued thereon up to but excluding the date of sale plus sale. In connection with any such sale, and as a condition thereof, Borrower shall pay to the Affected Bank the sum of (a) all fees accrued for its account under this Agreement to but excluding the date of such sale, (b) the amount of any compensation that which would be due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, (A) Borrower shall pay to the Affected Bank the sum of (y) all fees accrued for its account under this Agreement to but excluding the date of such sale, sale and (zc) any additional compensation accrued for its account under Sections 2.13 and/or 2.15 to but excluding the date of such sale, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter and (C) such assignment does not conflict with applicable Requirements of Lawsaid date. Upon such sale, (1a) the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s 's Revolving Credit Commitment and participation in Letters of Credit and the Affected Bank shall be released from its obligations under this Agreement to a corresponding extent and (2b) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent shall enter into an Assignment and Assumption Agreement in accordance with Section 9.09(c8.10(c), whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all the rights and obligations of a Bank with a Revolving Credit Commitment in an amount equal to its ratable share of the Revolving Credit Commitment of the Affected Bank. In connection with any assignment pursuant to this Section, Borrower shall pay to the Administrative Agent the administrative fee of $3,500 2,500.00 for processing such assignment referred to in Section 9.09(c8.10(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if requestedrequired, each Purchasing Bank receives a new Note.

Substitution of Bank. If (ia) the obligation of any Bank to make LIBOR Loans has been suspended pursuant to Section 2.12, 2.11 or (iib) any Bank has demanded compensation under Sections 2.13 and/or 2.15 or payments from Borrower under Section 2.20 or (iii) any Bank becomes a Defaulting Bank (in each case, an “Affected Bank”), Borrower shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) (each a the “Purchasing Bank” or “Purchasing Banks”) to purchase the Revolving Note and assume the Revolving Credit Commitment of such Affected Bank. The Affected Bank shall be obligated to sell its Revolving Note and assign its Revolving Credit Commitment and participation in Letters of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Note and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions a condition thereof, (A) Borrower shall pay to the Affected Bank the sum of (ya) all fees accrued for its account under this Agreement to but excluding the date of such sale, and (zb) any additional compensation accrued for its account under Sections 2.13 and/or 2.15 to but excluding the date of such sale, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter and (C) such assignment does not conflict with applicable Requirements of Lawsaid date. Upon such sale, (1a) the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit and the Affected Bank shall be released from its obligations under this Agreement to a corresponding extent and (2b) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent shall enter into an Assignment and Assumption Agreement in accordance with Section 9.09(c8.10(c), whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all the rights and obligations of a Bank with a Revolving Credit Commitment in an amount equal to the Revolving Credit Commitment of the Affected Bank. In connection with any assignment pursuant to this Section, Borrower shall pay to the Administrative Agent the administrative fee of $3,500 3,500.00 for processing such assignment referred to in Section 9.09(c8.10(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected Bank, the Administrative Agent and Borrower shall make appropriate arrangements so that, if requestedrequired, each Purchasing Bank receives a new Note.

Substitution of Bank. If (i) the obligation of any Bank to make LIBOR Loans has been suspended pursuant to Section 2.12, (ii) any Bank has demanded compensation under Sections 2.13 and/or 2.15 or payments from any Borrower under Section 2.20 or (iii) any Bank becomes a Defaulting Bank or Non-Consenting Bank (in each case, an “Affected Bank”), Borrower the Borrowers shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) (each a “Purchasing Bank”) to purchase the Revolving Note Credit Exposure and Revolving Credit Note, if any, and assume the Revolving Credit Commitment of such Affected Bank. The Affected Bank shall be obligated to sell its Revolving Credit Note and assign its Revolving Credit Commitment and participation in Letters of Credit and Swingline Loans to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower the Borrowers requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Credit Note and any funded participations in Letters of Credit and Swingline Loans not refinanced through the borrowing of Revolving Loans, plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under Section 2.10 if each Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, (A) each Borrower shall pay to the Affected Bank its Applicable Share of the sum of (y) all fees accrued for its account under this Agreement to but excluding the date of such sale, and (z) any additional compensation accrued for its account under Sections 2.13 and/or 2.15 to but excluding the date of such sale, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter and (C, (C) in the case of an assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable waiver, consent or amendment and (D) such assignment does not conflict with applicable Requirements of Law. Upon such sale, (1) the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit and Swingline Loans and the Affected Bank shall be released from its obligations under this Agreement to a corresponding extent and (2) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower the Borrowers and the Administrative Agent shall enter into an Assignment and Assumption Agreement in accordance with Section 9.09(c), whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all the rights and obligations of a Bank with a Revolving Credit Commitment in an amount equal to the Revolving Credit Commitment of the Affected Bank. In connection with any assignment pursuant to this Section, each Borrower shall pay to the Administrative Agent its Applicable Share of the administrative fee of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected Bank, the Administrative Agent and Borrower the Borrowers shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Note.

Substitution of Bank. If (i) the obligation of any Bank to make LIBOR or maintain Euro-Dollar Loans has been suspended pursuant to Section 2.12, 8.02 ---- or (ii) any Bank has demanded compensation under Sections 2.13 and/or 2.15 Section 8.03 or payments from Borrower under Section 2.20 or (iii) any Bank becomes a Defaulting Bank (in each case8.04, an “Affected Bank”), the ---- ---- Borrower shall have the right, if no Default then exists, to replace such Bank (the "Replaced Bank") with one or more other banks (collectively, the assistance of "Replacement Bank") reasonably acceptable to the Administrative Agent, toprovided that (i) at the time of any replacement pursuant to this Section 8.06, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be ---- Replacement Bank shall enter into one or more Assignment and Assumption Agreements, substantially in the form of Exhibit G hereto, pursuant to which the Banks) (each a “Purchasing Bank”) to purchase the Revolving Note and assume the Revolving Credit Commitment of such Affected Bank. The Affected Replacement Bank shall be obligated to sell its Revolving Note and assign its Revolving Credit acquire the aggregate Commitment and participation in Letters of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Note and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Replaced Bank on the date of such sale. In and, in connection with any such saletherewith, and as conditions thereof, (A) Borrower shall pay to the Affected Replaced Bank in respect thereof an amount equal to the sum of (yA) all fees accrued for its account under this Agreement an amount equal to but excluding the date of such saleprincipal of, and (z) any additional compensation all accrued for its account under Sections 2.13 and/or 2.15 to but excluding interest on, all outstanding Loans of the date of such saleReplaced Bank, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required an amount equal to be made all accrued, but theretofore unpaid, fees under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter 2.08 owing to the ---- Replaced Bank and (C) an amount equal to the amount which would be payable by the Borrower to the Replaced Bank pursuant to Section 2.12 if the Borrower ---- prepaid at the time of such replacement all of the Loans of such Replaced Bank outstanding at such time and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment does not conflict purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with applicable Requirements of Lawsuch replacement. Upon such sale, (1) the Purchasing Bank or Purchasing Banks shall assume execution of the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit and the Affected Bank shall be released from its obligations under this Agreement to a corresponding extent and (2) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent shall enter into an respective Assignment and Assumption Agreement Agreements, the payment of amounts referred to in accordance with Section 9.09(c)clauses (i) and (ii) above and, whereupon such Purchasing if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall be become a Bank party hereunder and the Replaced Bank shall cease to this Agreement, shall be deemed to be an Assignee under constitute a Bank hereunder. The provisions of this Agreement and shall have all continue to govern the rights and obligations of a Replaced Bank with respect to any Loans made or any other actions taken by such Bank while it was a Revolving Credit Commitment in an amount equal to the Revolving Credit Commitment of the Affected Bank. In connection with any assignment pursuant to this Section, Borrower shall pay to the Administrative Agent the administrative fee of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected Bank, the Administrative Agent and Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Note.

Substitution of Bank. If (i) the obligation of any Bank to make LIBOR Loans has been suspended pursuant to Section 2.12, (ii) any Bank has demanded compensation under Sections 2.13 and/or 2.15 or payments from Borrower under Section 2.20 or (iii) any Bank becomes a Defaulting Bank (in each case, an “Affected Bank”), Borrower shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) (each a “Purchasing Bank”) to purchase the Revolving Note Credit Exposure and Revolving Credit Note, if any, and assume the Revolving Credit Commitment of such Affected Bank. The Affected Bank shall be obligated to sell its Revolving Credit Note and assign its Revolving Credit Commitment and participation in Letters of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Credit Note and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, (A) Borrower shall pay to the Affected Bank the sum of (y) all fees accrued for its account under this Agreement to but excluding the date of such sale, and (z) any additional compensation accrued for its account under Sections 2.13 and/or 2.15 to but excluding the date of such sale, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter and (C) such assignment does not conflict with applicable Requirements of Law. Upon such sale, (1) the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit and the Affected Bank shall be released from its obligations under this Agreement to a corresponding extent and (2) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent shall enter into an Assignment and Assumption Agreement in accordance with Section 9.09(c), whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all the rights and obligations of a Bank with a Revolving Credit Commitment in an amount equal to the Revolving Credit Commitment of the Affected Bank. In connection with any assignment pursuant to this Section, Borrower shall pay to the Administrative Agent the administrative fee of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected Bank, the Administrative Agent and Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Note.

Substitution of Bank. If (ia) the obligation of any Bank -------------------- Lender to make and/or convert LIBOR Loans has been suspended pursuant to Section 2.12Sections 3.9, 3.10 and/or 3.20 or (iib) any Bank Lender has demanded ------------ ---- ---- compensation under Sections 2.13 3.11, 3.23 and/or 2.15 or payments from Borrower under Section 2.20 or (iii) any Bank becomes a Defaulting Bank 10.7 (in each case, ------------- ---- ---- an “Affected Bank”"AFFECTED LENDER"), Borrower Borrowers shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank lender or banks lenders (which may be one or more of the BanksLenders) (each a “Purchasing Bank”the "PURCHASING LENDER" or "PURCHASING LENDERS") to purchase the Revolving Note Notes and assume the Revolving Credit Commitment Loan Commitments of such Affected BankLender. The Affected Bank Lender shall be obligated to sell its Revolving Note Notes and assign its Revolving Credit Commitment and participation in Letters of Credit Loan Commitments to such Purchasing Bank Lender or Purchasing Banks Lenders within fifteen (15) days after receiving notice from Borrower Borrowers requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Note and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, thereof plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions a condition thereof, (A) Borrower Borrowers shall pay to the Affected Bank Lender the sum of (ya) all fees accrued for its account under this Agreement to but excluding the date of such sale, (b) the amount of any compensation which would be due to the Affected Lender under Section 3.8 if Borrowers had prepaid the ----------- outstanding LIBOR Loans of the Affected Lender on the date of such sale and (zc) any additional compensation accrued for its account under Sections 2.13 3.11, 3.23 and/or 2.15 10.7 to but excluding the date of said date. Upon ------------- ---- ---- such sale, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter and (C) such assignment does not conflict with applicable Requirements of Law. Upon such sale, (1a) the Purchasing Bank Lender or Purchasing Banks Lenders shall assume the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit Lender's Loan Commitments and the Affected Bank Lender shall be released from its obligations under this Agreement to a corresponding extent and (2b) the Affected BankLender, as assignor, such Purchasing BankLender, as assignee, Borrower Borrowers and the Administrative Agent shall enter into an Assignment and Assumption Agreement in accordance with Section 9.09(c)------- 10.12, whereupon such Purchasing Bank Lender shall be a Bank Lender party to this ----- Agreement, shall be deemed to be an Assignee under this Agreement and shall have all the rights and obligations of a Bank Lender with a Revolving Credit Commitment in an amount Loans Commitments equal to its ratable share of the Revolving Credit Commitment Loan Commitments of the Affected Bank. In connection with any assignment pursuant to this Section, Borrower shall pay to the Administrative Agent the administrative fee of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.193.25, the Affected BankLender, the Administrative Agent and Borrower the Borrowers shall ------------ make appropriate arrangements so that, if requestedrequired, each Purchasing Bank Lender receives a new NoteNotes.

Substitution of Bank. If (i) the obligation of any Bank to make or maintain LIBOR Loans has been suspended pursuant to Section 2.12, 8.02 or (ii) any Bank has demanded compensation under Sections 2.13 and/or 2.15 Section 8.03 or is receiving increased payments from Borrower or indemnification payments under Section 2.20 or (iii) any Bank becomes a Defaulting Bank (in each case8.04, an “Affected Bank”), the Borrower shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject right to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks ("Substitute Banks"), which may be one or more of the Banks) (each a “Purchasing Bank”) Banks or one or more other banks satisfactory to the Agent, to purchase all (but not less than all) the Revolving Note Notes and assume the Revolving participations in the Letter of Credit Commitment Exposure of such Bank (the "Affected Bank. The ") and, if the Borrower locates a Substitute Bank, the Affected Bank shall be obligated shall, upon payment to sell its Revolving Note it of the purchase price agreed between it and assign its Revolving Credit Commitment and participation the Substitute Bank (or, failing such agreement, a purchase price in Letters the amount of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Note its Loans and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, plus unpaid accrued interest accrued thereon up to but excluding the date of sale payment plus the Affected Bank's Applicable Percentage of all unreimbursed Letter of Credit Disbursements) plus any amount of any compensation that would be (other than principal and interest) then due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, (A) Borrower shall pay to the Affected Bank the sum of (y) all fees it or accrued for its account under this Agreement to but excluding the date of such salehereunder, assign all its rights and (z) any additional compensation accrued for its account under Sections 2.13 and/or 2.15 to but excluding the date of such sale, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter and (C) such assignment does not conflict with applicable Requirements of Law. Upon such sale, (1) the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit and the Affected Bank shall be released from its obligations under this Agreement and the Notes to a corresponding extent and (2) the Affected Substitute Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent Substitute Bank shall enter into an Assignment assume such rights and Assumption Agreement in accordance with Section 9.09(c)obligations, whereupon such Purchasing the Substitute Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all the rights and obligations of a Bank. Any assignment by an Affected Bank with pursuant to this Section shall be treated as a Revolving Credit Commitment in an amount equal to the Revolving Credit Commitment prepayment of the Affected Bank. In connection with any assignment pursuant to this Section, Borrower shall pay to the Administrative Agent the administrative fee 's LIBOR Loans for purposes of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected Bank, the Administrative Agent and Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Note2.12.

Substitution of Bank. If (i) the obligation of any Bank to make LIBOR Loans or maintain Eurocurrency Advances has been suspended pursuant to Section 2.12, 3.10 when not all Banks' obligations have been suspended or (ii) any Bank has demanded compensation under Sections 2.13 and/or 2.15 or payments from Borrower under Section 2.20 or (iii) any Bank becomes is a Defaulting Bank (in each caseBank, an “Affected Bank”), the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Bank (a "Replaced Bank") with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be one or more other Banks or other lenders (collectively, the "Replacement Bank") acceptable to the Agent, provided that (x) at the time of any replacement pursuant to this Section 3.11, the Replacement Bank shall enter into one or more Assignment and Acceptances, pursuant to which the Replacement Bank shall acquire the Commitments and outstanding Advances and other obligations of the Banks) (each a “Purchasing Bank”) to purchase the Revolving Note and assume the Revolving Credit Commitment of such Affected Bank. The Affected Replaced Bank shall be obligated to sell its Revolving Note and assign its Revolving Credit Commitment and participation and, in Letters of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do soconnection therewith, at an aggregate price equal to the outstanding principal amount of such Revolving Note and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, (A) Borrower shall pay to the Affected Replaced Bank in respect thereof an amount equal to the sum of (yA) all fees accrued for its account under this Agreement to but excluding the date amount of such saleprincipal of, and (z) any additional compensation all accrued for its account under Sections 2.13 and/or 2.15 to but excluding interest on, all outstanding Loans of the date of such saleReplaced Bank, (B) in the case amount of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required all accrued, but theretofore unpaid, fees owing to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter the Replaced Bank and (C) the amount which would be payable by the Borrower to the Replaced Bank pursuant to Section 7.4 if the Borrower prepaid at the time of such replacement all of the Loans of such Replaced Bank outstanding at such time and (y) all obligations of the Borrower then owing to the Replaced Bank (other than those specifically described in clause (x) above in respect of which the assignment does not conflict purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with applicable Requirements of Lawsuch replacement. Upon such salethe execution of the respective Assignment and Acceptances, the payment of amounts referred to in clauses (1x) and (y) above and, if so requested by the Purchasing Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Purchasing Banks Notes executed by the Borrower, the Replacement Bank shall assume the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit become a Bank hereunder and the Affected Replaced Bank shall be released from its obligations under cease to constitute a Bank hereunder. The provisions of this Agreement shall continue to a corresponding extent and (2) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent shall enter into an Assignment and Assumption Agreement in accordance with Section 9.09(c), whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all govern the rights and obligations of a Replaced Bank with respect to any Loans made or any other actions taken by such Bank while it was a Revolving Credit Commitment in an amount equal Bank. Nothing herein shall release any Defaulting Bank from any obligation it may have to the Revolving Credit Commitment of Borrower, the Affected Agent or any other Bank. In connection with any assignment pursuant Each Bank agrees to this Sectiontake such actions, Borrower at the Borrower's expense, as may be reasonably necessary to effect the foregoing if it shall pay to the Administrative Agent the administrative fee of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected become a Replaced Bank, the Administrative Agent and Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Note.

Substitution of Bank. If (ia) the obligation of any Bank Lender -------------------- to make and/or convert LIBOR Loans has been suspended pursuant to Section 2.12Sections 3.10, 3.11 and/or 3.22 or (iib) any Bank Lender has demanded compensation under Sections 2.13 3.12, 3.25 and/or 2.15 or payments from Borrower under Section 2.20 or (iii) any Bank becomes a Defaulting Bank 10.7 (in each case, an “"Affected Bank”Lender"), Borrower Borrowers shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank lender or banks lenders (which may be one or more of the BanksLenders) (each a “the "Purchasing Bank”Lender" or "Purchasing Lenders") to purchase the Revolving Note Notes and assume the Revolving Credit Commitment Loan Commitments of such Affected BankLender. The Affected Bank Lender shall be obligated to sell its Revolving Note Notes and assign its Revolving Credit Commitment and participation in Letters of Credit Loan Commitments to such Purchasing Bank Lender or Purchasing Banks Lenders within fifteen (15) days after receiving notice from Borrower Borrowers requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Note and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, thereof plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions a condition thereof, (A) Borrower Borrowers shall pay to the Affected Bank Lender the sum of (ya) all fees accrued for its account under this Agreement to but excluding the date of such sale, (b) the amount of any compensation which would be due to the Affected Lender under Section 3.9 if Borrowers had prepaid the outstanding LIBOR Loans of the Affected Lender on the date of such sale and (zc) any additional compensation accrued for its account under Sections 2.13 3.12, 3.25 and/or 2.15 10.7 to but excluding the date of such sale, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter and (C) such assignment does not conflict with applicable Requirements of Lawsaid date. Upon such sale, (1a) the Purchasing Bank Lender or Purchasing Banks Lenders shall assume the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit Lender's Loan Commitments and the Affected Bank Lender shall be released from its obligations under this Agreement to a corresponding extent and (2b) the Affected BankLender, as assignor, such Purchasing BankLender, as assignee, Borrower Borrowers and the Administrative Agent shall enter into an Assignment and Assumption Agreement in accordance with Section 9.09(c)10.12, whereupon such Purchasing Bank Lender shall be a Bank Lender party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all the rights and obligations of a Bank Lender with a Revolving Credit Commitment in an amount Loans Commitments equal to its ratable share of the Revolving Credit Commitment Loan Commitments of the Affected Bank. In connection with any assignment pursuant to this Section, Borrower shall pay to the Administrative Agent the administrative fee of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.193.27, the Affected BankLender, the Administrative Agent and Borrower the Borrowers shall make appropriate arrangements so that, if requestedrequired, each Purchasing Bank Lender receives a new NoteNotes.

Substitution of Bank. If (ia) the obligation of any Bank to make LIBOR Loans has been suspended pursuant to Section 2.12, 2.11 or (iib) any Bank has demanded compensation under Sections 2.13 and/or 2.15 or payments from Borrower under Section 2.20 or (iii) any Bank becomes a Defaulting Bank (in each case, an “"Affected Bank”"), Borrower shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) (each a “the "Purchasing Bank”" or "Purchasing Banks") to purchase the Revolving Note and assume the Revolving Credit Commitment of such Affected Bank. The Affected Bank shall be obligated to sell its Revolving Note and assign its Revolving Credit Commitment and participation in Letters of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Note and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, thereof plus unpaid interest accrued thereon up to but excluding the date of sale plus sale. In connection with any such sale, and as a condition thereof, Borrower shall pay to the Affected Bank the sum of (a) all fees accrued for its account under this Agreement to but excluding the date of such sale, (b) the amount of any compensation that which would be due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, (A) Borrower shall pay to the Affected Bank the sum of (y) all fees accrued for its account under this Agreement to but excluding the date of such sale, sale and (zc) any additional compensation accrued for its account under Sections 2.13 and/or 2.15 to but excluding the date of such sale, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter and (C) such assignment does not conflict with applicable Requirements of Lawsaid date. Upon such sale, (1a) the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s 's Revolving Credit Commitment and participation in Letters of Credit and the Affected Bank shall be released from its obligations under this Agreement to a corresponding extent and (2b) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent shall enter into an Assignment and Assumption Agreement in accordance with Section 9.09(c8.10(c), whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all the rights and obligations of a Bank with a Revolving Credit Commitment in an amount equal to its ratable share of the Revolving Credit Commitment of the Affected Bank. In connection with any assignment pursuant to this Section, Borrower shall pay to the Administrative Agent the administrative fee of $3,500 3,500.00 for processing such assignment referred to in Section 9.09(c8.10(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if requestedrequired, each Purchasing Bank receives a new Note.

Substitution of Bank. If any Bank (i) the obligation of any Bank to make LIBOR Loans has been suspended demanded compensation pursuant to Section 2.12, 8.3 or 8.4 (or if the Borrower has reasonably determined that it will be required to pay such compensation for the account of such Bank) or (ii) any Bank has demanded compensation under Sections 2.13 and/or 2.15 or payments from Borrower under elected not to extend its Commitment in response to a request pursuant to Section 2.20 or (iii) any Bank becomes a Defaulting Bank (in each case, an “Affected Bank”2.1(c), the Borrower shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be designate one or more of Assignees which are not affiliated with the Banks) (each a “Purchasing Bank”) Borrower to purchase the Revolving Note and assume the Revolving Credit Commitment of such Affected Bank. The Affected Bank shall be obligated for cash, pursuant to sell its Revolving Note and assign its Revolving Credit Commitment and participation in Letters of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Note and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, (A) Borrower shall pay to the Affected Bank the sum of (y) all fees accrued for its account under this Agreement to but excluding the date of such sale, and (z) any additional compensation accrued for its account under Sections 2.13 and/or 2.15 to but excluding the date of such sale, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter and (C) such assignment does not conflict with applicable Requirements of Law. Upon such sale, (1) the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit and the Affected Bank shall be released from its obligations under this Agreement to a corresponding extent and (2) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent shall enter into an Assignment and Assumption Agreement substantially in accordance with the form of Exhibit D hereto, the outstanding Loans and Commitment of such Bank and to assume all of such Bank’s other rights and obligations hereunder without recourse to or warranty by such Bank, for a purchase price equal to the principal amount of all of such Bank’s outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid facility fees in respect of such Bank’s Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 9.09(c)2.13 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment, whereupon plus the compensation then due and payable pursuant to Sections 8.3 and 8.4 and all other amounts due and payable to such Purchasing Bank shall be a Bank party pursuant to this Agreement, ; provided that no such amount calculated by reference to Section 2.13 shall be deemed to be an Assignee payable if (A) the Borrower is exercising its rights under this Agreement and shall have all the rights and obligations Section 8.6 by reason of a request for compensation by a Bank with a Revolving Credit Commitment in an amount equal pursuant to Section 8.3 or 8.4 and (B) such Bank would have been able to, but did not, take steps to reduce or eliminate such compensation. Notwithstanding anything to the Revolving Credit Commitment of contrary herein, (i) the Affected Bank. In connection with any assignment pursuant to this Section, Borrower shall pay to the Administrative Agent the administrative fee of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation designation of any sale Person as a Bank pursuant to this Section 2.19, 8.6 shall be subject to the Affected Bank, consent of the Administrative Agent Agent, which shall not be unreasonably withheld or delayed; provided that no such consent shall be required if such Person is an affiliate of a Bank whose credit rating(s) from S&P and/or Xxxxx’x are not lower than those of such Bank (or whose obligations under this Agreement are guaranteed by an affiliate whose credit rating(s) from S&P and/or Xxxxx’x are not lower than those of such Bank) or if such Person was a Bank immediately prior to such designation; and (ii) no such Person designated as a Bank pursuant to this Section 8.6 shall be the Borrower shall make appropriate arrangements so thator any of the Borrower’s affiliates or Subsidiaries or a Defaulting Bank or any of its Subsidiaries or any Person who, if requestedupon becoming a Bank hereunder, each Purchasing Bank receives would constitute any of the foregoing Persons described in this clause (ii) or a new Notenatural person.

Substitution of Bank. If (i) the obligation of any Bank to make LIBOR or maintain Eurocurrency Rate Loans has been suspended pursuant to Section 2.123.8 when not all Banks’ obligations have been suspended, (ii) any Bank has demanded compensation under Sections 2.13 and/or 2.15 or payments from Borrower under Section 2.20 is a Defaulting Bank, or (iii) in connection with a request by the Company to obtain the consent of the Banks to a waiver, amendment or modification of any provision of this Agreement or any other Loan Document that requires the consent of all Banks, any Bank becomes a Defaulting Bank (in each caseat such time has declined to agree to such request when the Required Banks have agreed to such request, an “Affected Bank”), Borrower the Company shall have the right, if no Default or Event of Default then exists, to replace such Bank (a “Replaced Bank”) with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be one or more of other Banks or other lenders (collectively, the Banks) (each a “Purchasing Replacement Bank”) acceptable to purchase the Revolving Note and assume Agent, provided that (x) at the Revolving Credit Commitment time of such Affected Bank. The Affected any replacement pursuant to this Section 3.12, the Replacement Bank shall be obligated enter into one or more Assignment and Acceptances, pursuant to sell its Revolving Note which the Replacement Bank shall acquire the Commitments and assign its Revolving Credit Commitment outstanding Advances and participation in Letters of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Note and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans other obligations of the Affected Replaced Bank on the date of such sale. In and, in connection with any such saletherewith, and as conditions thereof, (A) Borrower shall pay to the Affected Replaced Bank in respect thereof an amount equal to the sum of (yA) all fees accrued for its account under this Agreement to but excluding the date amount of such saleprincipal of, and (z) any additional compensation all accrued for its account under Sections 2.13 and/or 2.15 to but excluding interest on, all outstanding Loans of the date of such saleReplaced Bank, (B) in the case amount of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required all accrued, but theretofore unpaid, fees owing to be made the Replaced Bank under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter 2.5 and (C) the amount which would be payable by the Borrowers to the Replaced Bank pursuant to Section 3.9 if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Bank outstanding at such time and (y) all obligations of the Borrowers then owing to the Replaced Bank (other than those specifically described in clause (x) above in respect of which the assignment does not conflict purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with applicable Requirements of Lawsuch replacement. Upon such salethe execution of the respective Assignment and Acceptances, the payment of amounts referred to in clauses (1x) and (y) above and, if so requested by the Purchasing Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Purchasing Banks Notes executed by the Borrowers, the Replacement Bank shall assume the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit become a Bank hereunder and the Affected Replaced Bank shall be released from its obligations under cease to constitute a Bank hereunder. The provisions of this Agreement (including without limitation Sections 3.7, 3.9 and 9.5) shall continue to a corresponding extent and (2) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent shall enter into an Assignment and Assumption Agreement in accordance with Section 9.09(c), whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all govern the rights and obligations of a Replaced Bank with respect to any Loans made or any other actions taken by such Bank while it was a Revolving Credit Commitment in an amount equal Bank. Nothing herein shall release any Defaulting Bank from any obligation it may have to the Revolving Credit Commitment of Borrowers, the Affected Agent or any other Bank. In connection with any assignment pursuant Each Bank agrees to this Sectiontake such actions, Borrower at the Company’s expense, as may be reasonably necessary to effect the foregoing if it shall pay to the Administrative Agent the administrative fee of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected become a Replaced Bank, the Administrative Agent and Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Note.

Substitution of Bank. If (ia) the obligation of any Bank to -------------------- make LIBOR Loans has been suspended pursuant to Section 2.12, 2.11 or (iib) any Bank has demanded compensation under Sections 2.13 and/or 2.15 or payments from Borrower under Section 2.20 or (iii) any Bank becomes a Defaulting Bank (in each case, an “"Affected Bank”"), Borrower shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) (each a “the "Purchasing Bank”" or "Purchasing Banks") to purchase the Revolving Note and assume the Revolving Credit Commitment of such Affected Bank. The Affected Bank shall be obligated to sell its Revolving Note and assign its Revolving Credit Commitment and participation in Letters of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Note and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, plus unpaid interest accrued thereon up to but excluding the date of sale plus sale. In connection with any such sale, and as a condition thereof, Borrower shall pay to the Affected Bank the sum of (a) all fees accrued for its account under this Agreement to but excluding the date of such sale, (b) the amount of any compensation that which would be due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, (A) Borrower shall pay to the Affected Bank the sum of (y) all fees accrued for its account under this Agreement to but excluding the date of such sale, sale and (zc) any additional compensation accrued for its account under Sections 2.13 and/or 2.15 to but excluding the date of such sale, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter and (C) such assignment does not conflict with applicable Requirements of Lawsaid date. Upon such sale, (1a) the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s 's Revolving Credit Commitment and participation in Letters of Credit and the Affected Bank shall be released from its obligations under this Agreement to a corresponding extent and (2b) the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent shall enter into an Assignment and Assumption Agreement in accordance with Section 9.09(c8.10(c), whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all the rights and obligations of a Bank with a Revolving Credit Commitment in an amount equal to the Revolving Credit Commitment of the Affected Bank. In connection with any assignment pursuant to this Section, Borrower shall pay to the Administrative Agent the administrative fee of $3,500 3,500.00 for processing such assignment referred to in Section 9.09(c8.10(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if requestedrequired, each Purchasing Bank receives a new Note.

Substitution of Bank. If (i) the obligation of any Bank to make or maintain LIBOR Loans has been suspended pursuant to Section 2.12, 8.02 or (ii) any Bank has demanded compensation under Sections 2.13 and/or 2.15 Section 8.03 or is receiving increased payments from Borrower or indemnification payments under Section 2.20 8.04 or (iii) any if a Bank becomes a Defaulting Bank (in each caseBank, an “Affected Bank”), the Borrower shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject right to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (“Substitute Banks”), which may be one or more of the BanksBanks or one or more other banks satisfactory to the Administrative Agent, to purchase all (but not less than all) the Notes and the participations in the Letter of Credit Exposure and Swingline Loans of such Bank (each a the “Purchasing Affected Bank”) to purchase and, if the Revolving Note and assume Borrower locates a Substitute Bank, the Revolving Credit Commitment of such Affected Bank. The Affected Bank shall be obligated shall, upon payment to sell its Revolving Note it of the purchase price agreed between it and assign its Revolving Credit Commitment and participation the Substitute Bank (or, failing such agreement, a purchase price in Letters the amount of Credit to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Revolving Note its Loans and any funded participations in Letters of Credit not refinanced through the borrowing of Revolving Loans, plus unpaid accrued interest accrued thereon up to but excluding the date of sale payment plus the THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 73 Affected Bank’s Applicable Percentage of all unreimbursed Letter of Credit Disbursements) plus any amount of any compensation that would be (other than principal and interest) then due to the Affected Bank under Section 2.10 if Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, (A) Borrower shall pay to the Affected Bank the sum of (y) all fees it or accrued for its account under this Agreement to but excluding the date of such salehereunder, assign all its rights and (z) any additional compensation accrued for its account under Sections 2.13 and/or 2.15 to but excluding the date of such sale, (B) in the case of such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter and (C) such assignment does not conflict with applicable Requirements of Law. Upon such sale, (1) the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s Revolving Credit Commitment and participation in Letters of Credit and the Affected Bank shall be released from its obligations under this Agreement and the Notes to a corresponding extent and (2) the Affected Substitute Bank, as assignor, such Purchasing Bank, as assignee, Borrower and the Administrative Agent Substitute Bank shall enter into an Assignment assume such rights and Assumption Agreement in accordance with Section 9.09(c)obligations, whereupon such Purchasing the Substitute Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all the rights and obligations of a Bank. Any assignment by an Affected Bank with pursuant to this Section shall be treated as a Revolving Credit Commitment in an amount equal to the Revolving Credit Commitment prepayment of the Affected Bank. In connection with any assignment pursuant to this Section, Borrower shall pay to the Administrative Agent the administrative fee ’s LIBOR Loans for purposes of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected Bank, the Administrative Agent and Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Note2.12.