Common use of Substitution of Banks Clause in Contracts

Substitution of Banks. In the event that (w) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (x) any one or more Banks, pursuant to Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (y) any one or more Banks have determined pursuant to Section 2.16(a) that it may not make or maintain all or certain of its Eurodollar Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Advances at such time) and the inability of such Bank, as applicable, to make or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Bank of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume the Commitment of such Bank and to purchase the Note of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the Advances then payable to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (w) above, such substitute Bank shall have provided the applicable consent. Such purchase shall be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptance, and shall otherwise be made in the manner described in Section 9.08. Upon such purchase, to the extent of the rights and benefits assigned, such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder and under its Note.

Substitution of Banks. In the event that (w) If any Bank shall not have consented (an “Affected Bank”) (i) makes demand upon Borrower for (or if Borrower is otherwise required to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (xpay) any one or more Banks, Additional Costs pursuant to Section 2.15 hereof3.01, incurs any increased costs, receives a reduced payment or (ii) is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (y) any one or more Banks have determined pursuant to Section 2.16(a) that it may not make or maintain all or certain of its Eurodollar Advances at such time (and the other Banks shall continue to be able unable to make or maintain their corresponding Eurodollar Advances a Term SOFR Loan or a Daily SOFR Loan as a result of a condition described in Section 3.03, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such timedemand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and the inability of shall be diligently pursuing such Bankattempt), as applicable, give written notice (a “Replacement Notice”) to make or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Administrative Agent and to each Bank of written notice of such inability and the Borrower’s request that such intention to replace the Affected Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower may substitute for such Bank an existing Bank, or with another financial institution which is reasonably acceptable to (the Agent“Replacement Bank”) designated in such Replacement Notice; provided, to assume the Commitment of such Bank and to purchase the Note of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the Advances then payable to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (w) aboveany assignment resulting from a Bank becoming a Non-Consenting Bank, such substitute the Replacement Bank shall have provided consented to the applicable consent. Such purchase , approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be effected by execution permitted to prepay in full such Affected Bank’s Loans and delivery by to terminate such Affected Bank’s entire Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank and its replacement shall not have agreed to waive the payment of an Assignment and Acceptancethe Additional Costs, and shall otherwise be made Indemnified Taxes or other amounts in question pursuant to Section 10.13 or the manner effect of the circumstances described in Section 9.08. Upon such purchase, 3.03 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Commitments terminated, such Affected Banks’ aggregate Commitments so terminated shall not exceed 5% of the rights and benefits assigned, total Commitments before giving effect to such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefitsterminations, and such prepayments shall assume the obligations, of be made ratably in accordance with such Bank hereunder and under its NoteAffected Banks’ respective Pro Rata Shares.

Substitution of Banks. In the event that (w) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (x) any one or more Banks, pursuant to Section 2.15 2.12 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 2.17 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 2.17 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the A Advances in excess of the effective lending rate of the other Banks, or, if applicable, the effective lending rate of such Bank with respect to Local Currency Advances in excess of the effective lending rate of the other Banks party to the Local Currency Addendum under which such Local Currency Advances are outstanding, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower Company of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (yx) any one or more Banks have determined pursuant to Section 2.16(a2.09(d) or 2.13(a) hereof that it may not make or maintain all or certain of its Eurodollar Eurocurrency Advances or Local Currency Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Eurocurrency Advances at such time or the other applicable Local Currency Banks shall continue to be able to make or maintain their corresponding Local Currency Advances at such time) and the inability of such Bank or Local Currency Bank, as applicable, to make or maintain such Eurodollar Eurocurrency Advances or Local Currency Advances continues for 30 or more days after the receipt by the Borrower from such Bank from the Company of written notice of such inability and the BorrowerCompany’s request that such Bank alleviate such inability; (y) any Bank shall decline (or be deemed to have declined) to extend its Commitment hereunder after a request for extension of Commitments pursuant to Section 2.19 and Banks holding Commitments equaling or exceeding 51% of the Total Commitment have agreed to extend their Commitments pursuant to such request; or (z) any Local Currency Bank is under a Defaulting Bank; Local Currency Addendum ceases to be an Eligible Local Currency Bank under such Local Currency Addendum, then and in any such event, the Borrower Company may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume the Commitment, the Letter of Credit Participations and/or Local Currency Commitment of such Bank and to purchase the A Note and/or any Local Currency Advances of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the A Advances and/or Local Currency Advances then payable to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (w) above, such substitute Bank shall have provided the applicable consent. Such purchase shall be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptance, and shall otherwise be made in the manner described in Section 9.08. Upon such purchase, to the extent of the rights and benefits assigned, such Bank shall no longer be a party hereto or to the applicable Local Currency Addendum or have any rights or benefits hereunder or under said Local Currency Addendum (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder hereunder, including such Bank’s Letter of Credit Participations, under such A Note and under its Noteany Local Currency Addendum to which such Bank is a party.

Substitution of Banks. In If (a) the event that obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (wb) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (x) any one or more Banks, pursuant to Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or has demanded compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity 3.4(c), 11.1, 11.5 or compensation under Section 2.20 with respect to such payment11.6, (in any such case which compensation or indemnity increases each case, an “Affected Bank”), then the effective lending rate of such Bank with respect to its share of Company shall have the Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; right (y) any one or more Banks have determined pursuant subject to Section 2.16(a) that it may not make or maintain all or certain 13.8 hereof), with the assistance of its Eurodollar Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Advances at such time) and the inability of such Bank, as applicable, to make or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Bank of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume seek a substitute Bank or Banks (which may be one or more of the Commitment of such Bank and Banks (the “Purchasing Bank” or “Purchasing Banks”) to purchase the Note Advances of the Revolving Credit, and/or Swing Line, as the case may be and assume the commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank. The Affected Bank hereundershall be obligated to sell its Advances of the Revolving Credit and/or Swing Line, without recourse as the case may be, and assign its commitments to such Purchasing Bank or warranty (other than as Purchasing Banks within fifteen days after receiving notice from Company requiring it to unencumbered ownership) bydo so, or expense to, such Bank for a purchase at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the Advances then payable to sale. In connection with any such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (w) above, such substitute Bank shall have provided the applicable consent. Such purchase shall be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptancesale, and as a condition thereof, Company shall otherwise pay to the Affected Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Bank within ten Business Days after such sale, (i) the amount of any compensation which would be made in due to the manner described in Affected Bank under Section 9.0811.1 if the Company had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(c) and 11.5 to but excluding said date. Upon such purchasesale, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s commitment, and the Affected Bank shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Bank is not already one of the extent of Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, Company and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and benefits assignedobligations of a Bank with a Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment. In connection with any assignment pursuant to this Section 11.7, such the Company or the Purchasing Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed pay to the rights and benefits, and shall assume Agent the obligations, of administrative fee for processing such Bank hereunder and under its Noteassignment referred to in Section 13.8.

Substitution of Banks. In If (i) the event that obligation of any Bank to make LIBOR Loans has been suspended pursuant to Section 2.12, (wii) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; has demanded compensation under Sections 2.13 and/or 2.15 or payments from Borrower under Section 2.20 or (xiii) any Bank becomes a Defaulting Bank or Non-Consenting Bank (in each case, 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 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 Banks, pursuant to Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Advances in excess of Banks) (each a “Purchasing Bank”) to purchase the effective lending rate of the other BanksLoan and Note, if any, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (y) any one or more Banks have determined pursuant to Section 2.16(a) that it may not make or maintain all or certain of its Eurodollar Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Advances at such time) and the inability of such Bank, as applicable, to make or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Bank of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume the Commitment of such Affected Bank. The Affected Bank shall be obligated to sell its Note and assign its Commitment to purchase such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from the Note of such Bank hereunderBorrower requiring it to do so, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase at an aggregate price equal to the outstanding principal amount of the Advances then payable to such Bank Note, plus any accrued but 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 the 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) the Borrower shall pay to the Affected Bank the sum of (y) all fees accrued for its account under this Agreement to but unpaid fees with respect thereto; provided that 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 clause (w) abovesuch 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 substitute assignment will result in a reduction of such compensation or payments 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 (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 Commitment and the Affected Bank shall have provided be released from its obligations under this Agreement to a corresponding extent and (2) the applicable consent. Such purchase Affected Bank, as assignor, such Purchasing Bank, as assignee, the Borrower and the Administrative Agent shall be effected by execution and delivery by such Bank and its replacement of enter into an Assignment and AcceptanceAssumption 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 otherwise be made in the manner described in Section 9.08. Upon such purchase, to the extent of have all the rights and benefits assignedobligations of a Bank with a Commitment in an amount equal to the Commitment of the Affected Bank. In connection with any assignment pursuant to this Section, the Borrower shall pay to the Administrative Agent the administrative fee of $3,500 for processing such Bank shall no longer be a party hereto or have assignment referred to in Section 9.09(c). Upon the consummation of any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of sale pursuant to this Agreement) Section 2.19, the Affected Bank, the Administrative Agent and the replacement Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder and under its receives a new Note.

Substitution of Banks. In the event that (wv) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (xw) any one or more Banks, pursuant to Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the A Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower Company of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (yx) any one or more Banks have determined pursuant to Section 2.16(a) or Section 3.01(b)(ii) that it may not make or maintain all or certain of its Eurodollar Eurocurrency Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Eurocurrency Advances at such time) and the inability of such Bank, as applicable, to make or maintain such Eurodollar Eurocurrency Advances continues for 30 or more days after the receipt by the Borrower Company from such Bank of written notice of such inability and the BorrowerCompany’s request that such Bank alleviate such inability; or (zy) any Bank is a Defaulting Bank; or (z) any Bank shall decline (or be deemed to have declined) to extend its Commitment hereunder after a request for extension of Commitments pursuant to Section 2.22 and Banks holding Commitments equaling or exceeding 51% of the Total Commitment have agreed to extend their Commitments pursuant to such request; then and in any such event, the Borrower Company may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume the Commitment Commitment, the Letter of Credit Participations and/or the Swing Line Participations of such Bank and to purchase the A Note of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the A Advances then payable to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (wv) above, such substitute Bank shall have provided the applicable consent. Such purchase shall be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptance, and shall otherwise be made in the manner described in Section 9.08. Upon such purchase, to the extent of the rights and benefits assigned, such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder hereunder, including such Bank’s Letter of Credit Participations and Swing Line Participations, and under its such Bank’s A Note.

Substitution of Banks. In If (i) the event that obligation of any Bank to make Loans whose interest rate is determined by reference to a then-current Benchmark has been suspended pursuant to Section 2.12, (wii) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; has demanded compensation under Sections 2.13 and/or 2.15 or payments from Borrower under Section 2.20 or (xiii) any Bank becomes a Defaulting Bank or Non-Consenting Bank (in each case, 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 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 Banks, pursuant to Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Advances in excess of Banks) (each a “Purchasing Bank”) to purchase the effective lending rate of the other BanksLoan and Note, if any, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (y) any one or more Banks have determined pursuant to Section 2.16(a) that it may not make or maintain all or certain of its Eurodollar Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Advances at such time) and the inability of such Bank, as applicable, to make or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Bank of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume the Commitment of such Affected Bank. The Affected Bank shall be obligated to sell its Loan and to purchase the Note Note, if any, and assign all of such Bank hereunderits interests, without recourse to or warranty rights (other than as its existing rights to unencumbered ownershippayments pursuant to Sections 2.13, 2.15 or 2.20) byand obligations under the Transaction Documents to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from the Borrower requiring it to do so, or expense to, such Bank for a purchase at an aggregate price equal to the outstanding principal amount of the Advances then payable to such Bank Loan, plus any accrued but 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 the Borrower had prepaid the outstanding Term SOFR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, (A) the Borrower shall pay to the Affected Bank the sum of (y) all fees accrued for its account under this Agreement to but unpaid fees with respect thereto; provided that 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 clause (w) abovesuch 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 substitute assignment will result in a reduction of such compensation or payments 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 (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 Loans and the Affected Bank shall have provided be released from its obligations under this Agreement to a corresponding extent and (2) the applicable consent. Such purchase Affected Bank, as assignor, such Purchasing Bank, as assignee, the Borrower and the Administrative Agent shall be effected by execution and delivery by such Bank and its replacement of enter into an Assignment and AcceptanceAssumption 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 otherwise be made in the manner described in Section 9.08. Upon such purchase, to the extent of have all the rights and benefits assignedobligations of a Bank with a Loan in an amount equal to the Loans of the Affected Bank. In connection with any assignment pursuant to this Section, the Borrower shall pay to the Administrative Agent the administrative fee of $3,500 for processing such Bank shall no longer be a party hereto or have assignment referred to in Section 9.09(c). Upon the consummation of any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of sale pursuant to this Agreement) Section 2.19, the Affected Bank, the Administrative Agent and the replacement Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder and under its receives a new Note.

Substitution of Banks. In If (a) the event that obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3, 11.4 or 11.6 or (wb) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (x) any one or more Banks, pursuant to Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or has demanded compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity 3.4(c), 11.1 or compensation under Section 2.20 with respect to such payment11.5 (in each case, in any such case which compensation or indemnity increases an "Affected Bank"), then the effective lending rate of such Bank with respect to its share of Company shall have the Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; right (y) any one or more Banks have determined pursuant subject to Section 2.16(a) that it may not make or maintain all or certain 13.8 hereof), with the assistance of its Eurodollar Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Advances at such time) and the inability of such Bank, as applicable, to make or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Bank of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume seek a substitute Bank or Banks (which may be one or more of the Commitment Banks (the "Purchasing Bank" or "Purchasing Banks")) to purchase the Advances of the Revolving Credit and other Indebtedness payable to such Bank and to purchase assume the Note commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank. The Affected Bank hereunder, without recourse shall be obligated to or warranty (sell its Advances of the Revolving Credit and other than as Indebtedness payable to unencumbered ownership) by, or expense to, such Bank for a purchase and assign its commitments to such Purchasing Bank or Purchasing Banks within fifteen days after receiving notice from Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the Advances then payable to sale. In connection with any such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (w) above, such substitute Bank shall have provided the applicable consent. Such purchase shall be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptancesale, and as a condition thereof, Company shall otherwise pay to the Affected Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Bank within ten Business Days after such sale, (i) the amount of any compensation which would be made in due to the manner described in Affected Bank under Section 9.0811.1 if the Company has prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.6 to but excluding said date. Upon such purchasesale, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank's commitment, and the Affected Bank shall be released from its obligations thereafter arising hereunder to a corresponding extent. If any Purchasing Bank is not already one of the extent of Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, the Company and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and benefits assignedobligations of a Bank with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment. In connection with any assignment pursuant to this Section 11.7, such the Company or the Purchasing Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed pay to the rights and benefits, and shall assume Agent the obligations, of administrative fee for processing such Bank hereunder and under its Noteassignment referred to in Section 13.8.

Substitution of Banks. In the event that (wi) the Borrower shall at any time be required under Section 5.3 to withhold any Charges in respect of any amount payable to any Bank under this Agreement or under any other Credit Document, (ii) the Borrower shall not have consented be required to pay any amounts to any amendment to this Agreement requiring Bank (but not the consent of all Banks whereas the Majority Banks have consented; (xother Banks) any one or more Banks, pursuant to Section 2.15 hereof, incurs 5.4 or 5.9 or (iii) the obligation of any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Advances in excess of the effective lending rate of (but not the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (y) any one or more Banks have determined to make Euro-Dollar Loans shall be suspended pursuant to Section 2.16(a) that it may not make or maintain all or certain of its Eurodollar Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Advances at such time) and the inability of such Bank5.8, as applicable, to make or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Bank of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower may substitute for such Bank an existing Bank, another bank or another financial institution which is reasonably trust company acceptable to the Agent, Required Banks to assume the Commitment Commitments and/or the Loans of such Bank and to purchase the Note of Notes and other obligations owing by the Borrower to such Bank hereunderunder the Credit Documents, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal principal/face amount of the Advances then Bank Obligations payable to such Bank plus any accrued but unpaid interest on the Bank Obligations and accrued but unpaid fees with and other amounts in respect thereto; provided of that in the case of clause (w) above, such substitute Bank shall have provided the applicable consent. Such purchase shall Bank's Commitment and Loans plus any amount that would be effected by execution and delivery by payable to such Bank and pursuant to Section 5.5 hereof if its replacement of an Assignment and Acceptance, and shall otherwise be made in the manner described in Section 9.08Bank Obligations were prepaid on such date. Upon such purchase, to the extent of the rights and benefits assigned, purchase such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder and under the other Credit Documents upon termination payment in full of this Agreementall of the Bank Obligations) and and, subject to Section 11.6A or 11.6B hereof, the replacement Bank bank shall succeed to the rights and benefits, and shall assume the obligations, benefits of such Bank hereunder hereunder. The Administrative Agent and under its Notethe Banks shall cooperate with the Borrower to amend the Credit Documents to reflect such substitution.

Substitution of Banks. In If (a) the event that obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (wb) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (x) any one or more Banks, pursuant to Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or has demanded compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity 3.4(b), 11.1 or compensation under Section 2.20 with respect to such payment11.5, (in any such case which compensation or indemnity increases each case, an “Affected Bank”), then the effective lending rate of such Bank with respect to its share of Company shall have the Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; right (y) any one or more Banks have determined pursuant subject to Section 2.16(a) that it may not make or maintain all or certain 13.8 hereof), with the assistance of its Eurodollar Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Advances at such time) and the inability of such Bank, as applicable, to make or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Bank of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume seek a substitute Bank or Banks (which may be one or more of the Commitment of such Bank and Banks (the “Purchasing Bank” or “Purchasing Banks”) to purchase the Note Advances of the Revolving Credit and/or Swing Line, as the case may be and assume the commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank. The Affected Bank hereundershall be obligated to sell its Advances of the Revolving Credit and/or Swing Line and assign its commitments to such Purchasing Bank or Purchasing Banks within fifteen days after receiving notice from Company requiring it to do so, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the Advances then payable to sale. In connection with any such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (w) above, such substitute Bank shall have provided the applicable consent. Such purchase shall be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptancesale, and as a condition thereof, Company shall otherwise pay to the Affected Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Bank within ten Business Days after such sale, (i) the amount of any compensation which would be made in due to the manner described in Affected Bank under Section 9.0811.1 if the Company had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(c) and 11.5 to but excluding said date. Upon such purchasesale, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s commitment, and the Affected Bank shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Bank is not already one of the extent of Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, Company and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and benefits assignedobligations of a Bank with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment. In connection with any assignment pursuant to this Section 11.7, such the Company or the Purchasing Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed pay to the rights and benefits, and shall assume Agent the obligations, of administrative fee for processing such Bank hereunder and under its Noteassignment referred to in Section 13.8.

Substitution of Banks. In the event that (w) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (x) any one or more Banks, pursuant to Section 2.15 SECTION 2.12 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 SECTION 2.17 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 SECTION 2.17 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the A Advances in excess of the effective lending rate of the other Banks, or, if applicable, the effective lending rate of such Bank with respect to Local Currency Advances in excess of the effective lending rate of the other Banks party to the Local Currency Addendum under which such Local Currency Advances are outstanding, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower Company of a written notice that such Bank’s 's effective lending rate has so exceeded the effective lending rate of the other Banks; (yx) any one or more Banks have determined pursuant to Section 2.16(aSECTION 2.09(d) or 2.13(a) hereof that it may not make or maintain all or certain of its Eurodollar Eurocurrency Advances or Local Currency Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Eurocurrency Advances at such time) and time or the inability of such Bank, as applicable, other applicable Local Currency Banks shall continue to be able to make or maintain such Eurodollar their corresponding Local Currency Advances continues for 30 or more days after the receipt by the Borrower from such Bank of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume the Commitment of such Bank and to purchase the Note of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the Advances then payable to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (w) above, such substitute Bank shall have provided the applicable consent. Such purchase shall be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptance, and shall otherwise be made in the manner described in Section 9.08. Upon such purchase, to the extent of the rights and benefits assigned, such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder and under its Note.at such

Substitution of Banks. In the event that (w) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (x) any one or more Banks, pursuant to Section 2.15 2.12 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 2.17 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 2.17 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower Company of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; or (yx) any one or more Banks have determined pursuant to Section 2.16(a2.13(a) hereof that it may not make or maintain all or certain of its Eurodollar Rate Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Rate Advances at such time) and the inability of such Bank, as applicable, Bank to make or maintain such Eurodollar Rate Advances continues for 30 or more days after the receipt by the Borrower from such Bank from the Company of written notice of such inability and the BorrowerCompany’s request that such Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower Company may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume the Commitment of such Bank and to purchase the Note of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the Advances then payable to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (w) above, such substitute Bank shall have provided the applicable consent. Such purchase shall be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptance, and shall otherwise be made in the manner described in Section 9.08. Upon such purchase, to the extent of the rights and benefits assigned, such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder and under its Notethe Note to which such Bank is a party.

Substitution of Banks. In the event that (wv) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (xw) any one or more Banks, pursuant to Section ‎Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section ‎Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section ‎Section 2.20 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Revolving Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower Company of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (yx) any one or more Banks have determined pursuant to Section ‎Section 2.16(a) or ‎Section 3.01(b)(ii) that it may not make or maintain all or certain of its Eurodollar Eurocurrency Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Eurocurrency Advances at such time) and the inability of such Bank, as applicable, to make or maintain such Eurodollar Eurocurrency Advances continues for 30 or more days after the receipt by the Borrower Company from such Bank of written notice of such inability and the BorrowerCompany’s request that such Bank alleviate such inability; or (zy) any Bank is a Defaulting Bank; or (z) any Bank shall decline (or be deemed to have declined) to extend its Commitment hereunder after a request for extension of Commitments pursuant to ‎Section 2.22 and Banks holding Commitments equaling or exceeding 51% of the Total Commitment have agreed to extend their Commitments pursuant to such request; then and in any such event, the Borrower Company may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume the Commitment Commitment, the Letter of Credit Participations and/or the Swing Line Participations of such Bank and to purchase the Note of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the Revolving Advances then payable to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (wv) above, such substitute Bank shall have provided the applicable consent. Such purchase shall be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptance, and shall otherwise be made in the manner described in Section ‎Section 9.08. Upon such purchase, to the extent of the rights and benefits assigned, such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder hereunder, including such Bank’s Letter of Credit Participations and Swing Line Participations, and under its such Bank’s Note.

Substitution of Banks. In If (a) the event that obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (wb) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (x) any one or more Banks, pursuant to Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or has demanded compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity 3.4(c), 11.1, 11.5 or compensation under Section 2.20 with respect to such payment11.6, (in any such case which compensation or indemnity increases each case, an "Affected Bank"), then the effective lending rate of such Bank with respect to its share of Company shall have the Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; right (y) any one or more Banks have determined pursuant subject to Section 2.16(a) that it may not make or maintain all or certain 13.8 hereof), with the assistance of its Eurodollar Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Advances at such time) and the inability of such Bank, as applicable, to make or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Bank of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume seek a substitute Bank or Banks (which may be one or more of the Commitment of such Bank and Banks (the "Purchasing Bank" or "Purchasing Banks") to purchase the Note Advances of the Revolving Credit, and/or Swing Line, as the case may be and assume the commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank. The Affected Bank hereundershall be obligated to sell its Advances of the Revolving Credit and/or Swing Line, without recourse as the case may be, and assign its commitments to such Purchasing Bank or warranty (other than as Purchasing Banks within fifteen days after receiving notice from Company requiring it to unencumbered ownership) bydo so, or expense to, such Bank for a purchase at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the Advances then payable to sale. In connection with any such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (w) above, such substitute Bank shall have provided the applicable consent. Such purchase shall be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptancesale, and as a condition thereof, Company shall otherwise pay to the Affected Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Bank within ten Business Days after such sale, (i) the amount of any compensation which would be made in due to the manner described in Affected Bank under Section 9.0811.1 if the Company had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(c) and 11.5 to but excluding said date. Upon such purchasesale, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank's commitment, and the Affected Bank shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Bank is not already one of the extent of Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, Company and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and benefits assignedobligations of a Bank with a Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment. In connection with any assignment pursuant to this Section 11.7, such the Company or the Purchasing Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed pay to the rights and benefits, and shall assume Agent the obligations, of administrative fee for processing such Bank hereunder and under its Noteassignment referred to in Section 13.8.

Substitution of Banks. In the event that (w) If any Bank shall not have consented (an “Affected Bank”) (i) makes demand upon Borrower for (or if Borrower is otherwise required to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (xpay) any one or more Banks, Additional Costs pursuant to Section 2.15 hereof3.01, incurs any increased costs, receives a reduced payment or (ii) is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (y) any one or more Banks have determined pursuant to Section 2.16(a) that it may not make or maintain all or certain of its Eurodollar Advances at such time (and the other Banks shall continue to be able unable to make or maintain their corresponding Eurodollar Advances a Term SOFR Loan or a Daily SOFR Loan as a result of a condition described in Section 3.03, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such timedemand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and the inability of shall be diligently pursuing such Bankattempt), as applicable, give written notice (a “Replacement Notice”) to make or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Administrative Agent and to each Bank of written notice of such inability and the Borrower’s request that such intention to replace the Affected Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower may substitute for such Bank an existing Bank, or with another financial institution which is reasonably acceptable to (the Agent“Replacement Bank”) designated in such Replacement Notice; provided, to assume the Commitment of such Bank and to purchase the Note of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the Advances then payable to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (w) aboveany assignment resulting from a Bank becoming a Non-Consenting Bank, such substitute the Replacement Bank shall have provided consented to the applicable consent. Such purchase , approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be effected by execution permitted to prepay in full such Affected Bank’s Loans and delivery by to terminate such Affected Bank’s entire Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank and its replacement shall not have agreed to waive the payment of an Assignment and Acceptancethe Additional Costs, and shall otherwise be made Indemnified Taxes or other amounts in question pursuant to Section 10.13 or the manner effect of the circumstances described in Section 9.08. Upon such purchase, 3.03 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Commitments terminated, such Affected Banks’ aggregate Commitments so terminated shall not exceed 5% of the rights total Commitments before giving effect to such terminations, and benefits assigned, such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Shares. In the event Borrower shall elect to make a prepayment of an Affected Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefitsextent permitted in the final proviso of the preceding paragraph, and then, so long as no Event of Default shall assume exist, Borrower may (notwithstanding the obligations, provisions of such Bank hereunder and under its Note.clause (2) of Section 2.16(a)) terminate

Substitution of Banks. In If (a) the event that obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 12.5 or 12.6 or (wb) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (x) any one or more Banks, pursuant to Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or has demanded compensation under Section 2.20 hereof with respect 3.4(c), 12.1 or 12.7, or (c) any Revolving Credit Bank does not consent to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share extension of the Advances Revolving Credit Maturity Date as provided in excess of Section 2.16(b)(i) or (ii) (in each case, an "Affected Bank"), then the effective lending rate of Borrowers shall have the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; right (y) any one or more Banks have determined pursuant subject to Section 2.16(a) that it may not make or maintain all or certain 14.8 hereof), with the assistance of its Eurodollar Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Advances at such time) and the inability of such Bank, as applicable, to make or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Bank of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume seek a substitute Bank or Banks (which may be one or more of the Commitment of such Bank and Banks (the "Purchasing Bank" or "Purchasing Banks") to purchase the Note Advances of the Revolving Credit and/or the applicable Term Loan, as the case may be and assume the commitments (including without limitation `ts participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank. The Affected Bank hereundershall be obligated to sell its Advances of the Revolving Credit and/or the applicable Term Loan, without recourse as the case may be, and assign its commitments to such Purchasing Bank or warranty (other than as Purchasing Banks within fifteen days after receiving notice from Borrowers requiring it to unencumbered ownership) bydo so, or expense to, such Bank for a purchase at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the Advances then payable sale. In connection with any such sale, and as a condition thereof, Borrowers shall pay to the Affected Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Bank plus within ten Business Days after such sale, (i) the amount of any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in compensation which would be due to the case of clause (w) above, such substitute Affected Bank shall have provided under Section 12.1 if the applicable consent. Such purchase shall be effected by execution Borrower has prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale and delivery by such Bank (ii) any additional compensation accrued for its account under Sections 3.4(c), 12.7 and its replacement of an Assignment and Acceptance, and shall otherwise be made in the manner described in Section 9.0812.9 to but excluding said date. Upon such purchasesale, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank's commitment, and the Affected Bank shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Bank is not already one of the extent of Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, Autocam and the Agent, shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and benefits assignedobligations of a Bank with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment and the applicable Percentages of the Term Loans of the Affected Bank. In connection with any assignment pursuant to this Section 12.10, such the Borrowers or the Purchasing Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed pay to the rights and benefits, and shall assume Agent the obligations, of administrative fee for processing such Bank hereunder and under its Noteassignment referred to in Section 14.8.

Substitution of Banks. In If (a) the event that obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 10.3 or 10.4 or (wb) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (x) any one or more Banks, pursuant to Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or has demanded compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity 3.4(c), 10.1 or compensation under Section 2.20 with respect to such payment10.5, (in any such case which compensation or indemnity increases each case, an "Affected Bank"), then the effective lending rate of such Bank with respect to its share of Company shall have the Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; right (y) any one or more Banks have determined pursuant subject to Section 2.16(a) that it may not make or maintain all or certain 12.8 hereof), with the assistance of its Eurodollar Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Advances at such time) and the inability of such Bank, as applicable, to make or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Bank of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume seek a substitute Bank or Banks (which may be one or more of the Commitment of such Bank and Banks (the "Purchasing Bank" or "Purchasing Banks") to purchase the Note Advances of the Revolving Credit and/or Swing Line, as the case may be and assume the commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank. The Affected Bank hereundershall be obligated to sell its Advances of the Revolving Credit and/or Swing Line, without recourse as the case may be, and assign its commitments to such Purchasing Bank or warranty Purchasing Banks within fifteen (other than as 15) days after receiving notice from Company requiring it to unencumbered ownership) bydo so, or expense to, such Bank for a purchase at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the Advances then payable to sale. In connection with any such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (w) above, such substitute Bank shall have provided the applicable consent. Such purchase shall be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptancesale, and as a condition thereof, Company shall otherwise pay to the Affected Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Bank within ten (10) Business Days after such sale, (i) the amount of any compensation which would be made in due to the manner described in Affected Bank under Section 9.0810.1 if the Company had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(c) and 10.5 to but excluding said date. Upon such purchasesale, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank's commitment, and the Affected Bank shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Bank is not already one of the extent of Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, Company and the Agent, shall enter into an Assignment Agreement pursuant to Section 12.8 hereof, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and benefits assignedobligations of a Bank with a Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment. In connection with any assignment pursuant to this Section 10.7, such the Company or the Purchasing Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed pay to the rights and benefits, and shall assume Agent the obligations, of administrative fee for processing such Bank hereunder and under its Noteassignment referred to in Section 12.8.

Substitution of Banks. In the event that (wv) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (xw) any one or more Banks, pursuant to Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Revolving Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower Company of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (yx) any one or more Banks have determined pursuant to Section 2.16(a) or Section 3.01(b)(ii) that it may not make or maintain all or certain of its Eurodollar EurocurrencyAlternative Currency Term Rate Advances, SOFR Advances or XXXXX Daily Rate Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar EurocurrencyAlternative Currency Term Rate Advances, SOFR Advances or XXXXX Daily Rate Advances at such time) and the inability of such Bank, as applicable, to make or maintain such Eurodollar EurocurrencyAlternative Currency Term Rate Advances, SOFR Advances or XXXXX Xxxxx Rate Advances continues for 30 or more days after the receipt by the Borrower Company from such Bank of written notice of such inability and the BorrowerCompany’s request that such Bank alleviate such inability; or (zy) any Bank is a Defaulting Bank; or (z) any Bank shall decline (or be deemed to have declined) to extend its Commitment hereunder after a request for extension of Commitments pursuant to Section 2.22 and Banks constituting Majority Banks have agreed to extend their Commitments pursuant to such request; then and in any such event, the Borrower Company may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume the Commitment Commitment, the Letter of Credit Participations ​ and/or the Swing Line Participations of such Bank and to purchase the Note of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the Revolving Advances then payable to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (wv) above, such substitute Bank shall have provided the applicable consent. Such purchase shall may be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptance, and shall otherwise be made Acceptance in the manner described in Section 9.089.08(d). Upon such purchase, to the extent of the rights and benefits assigned, such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder hereunder, including such Bank’s Letter of Credit Participations and Swing Line Participations, and under its such Bank’s Note.. ​

Substitution of Banks. In the event that (w) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (x) any one or more Banks, pursuant to Section 2.15 2.12 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 2.17 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 2.17 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower Company of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (yx) any one or more Banks have determined pursuant to Section 2.16(a2.13(a) hereof that it may not make or maintain all or certain of its Eurodollar Rate Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Rate Advances at such time) and the inability of such Bank, as applicable, Bank to make or maintain such Eurodollar Rate Advances continues for 30 or more days after the receipt by the Borrower from such Bank from the Company of written notice of such inability and the BorrowerCompany’s request that such Bank alleviate such inability; or (zy) any Bank is shall decline (or be deemed to have declined) to extend its Commitment hereunder after a Defaulting Bankrequest for extension of Commitments pursuant to Section 2.19; then and in any such event, the Borrower Company may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume the Commitment of such Bank and to purchase the Note of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the Advances then payable to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided provided, however, that in the case of a substitution pursuant to clause (w) abovey), such substitute Bank the Company shall have provided first given each extending Bank the applicable consentopportunity to increase its Commitment on a pro rata basis (based on the proportion that each such extending Bank’s Commitment bears to the sum of the Commitments of all of the extending Banks choosing to have their Commitments so increased) prior to substituting another financial institution or one or more of the existing Banks. Such purchase shall be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptance, and shall otherwise be made in the manner described in Section 9.08. Upon such purchase, to the extent of the rights and benefits assigned, such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder and under its Notethe Note to which such Bank is a party.

Substitution of Banks. In the event that (w) If any Bank shall not have consented (an “Affected Bank”) (i) makes demand upon Borrower for (or if Borrower is otherwise required to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (xpay) any one or more Banks, Additional Costs pursuant to Section 2.15 hereof3.01, incurs any increased costs, receives a reduced payment or (ii) is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (y) any one or more Banks have determined pursuant to Section 2.16(a) that it may not make or maintain all or certain of its Eurodollar Advances at such time (and the other Banks shall continue to be able unable to make or maintain their corresponding Eurodollar Advances a LIBORTerm SOFR Loan, Daily SOFR Loan or Bid Rate Loan as a result of a condition described in Section 3.03 or clause (b) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such timedemand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and the inability of shall be diligently pursuing such Bankattempt), as applicable, give written notice (a “Replacement Notice”) to make or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Administrative Agent and to each Bank of written notice of such inability and the Borrower’s request that such intention to replace the Affected Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower may substitute for such Bank an existing Bank, or with another financial institution which is reasonably acceptable to (the Agent“Replacement Bank”) designated in such Replacement Notice; provided, to assume the Commitment of such Bank and to purchase the Note of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the Advances then payable to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (w) aboveany assignment resulting from a Bank becoming a Non-Consenting Bank, such substitute the Replacement Bank shall have provided consented to the applicable consent. Such purchase , approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be effected by execution permitted to prepay in full such Affected Bank’s Loans and delivery by to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank and its replacement shall not have agreed to waive the payment of an Assignment and Acceptancethe Additional Costs, and shall otherwise be made Indemnified Taxes or other amounts in question pursuant to Section 10.13 or the manner effect of the circumstances described in Section 9.08. Upon such purchase3.03, in clause (b) of Section 3.02 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the rights and benefits assigned, total Loan Commitments before giving effect to such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefitsterminations, and such prepayments shall assume the obligations, of be made ratably in accordance with such Bank hereunder and under its NoteAffected Banks’ respective Pro Rata Shares.

Substitution of Banks. In the event that (wa) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (xb) any one or more Banks, pursuant to Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Advances Loans in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower Company of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (y) any one or more Banks have determined pursuant to Section 2.16(a) that it may not make or maintain all or certain of its Eurodollar Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Advances at such time) and the inability of such Bank, as applicable, to make or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Bank of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (zc) any Bank is a Defaulting Bank; or (d) any Bank shall decline (or be deemed to have declined) to consent to an Extension Request and Banks constituting the Required Banks have consented to such Extension Request; then and in any such event, event the Borrower Company may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume the Commitment of such Bank and to purchase the Note Loans of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the Advances Loans then payable to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (wa) above, such substitute Bank shall have provided the applicable consent. Such purchase shall may be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptance, and shall otherwise be made Acceptance in the manner described in Section 9.089.08(d). Upon such purchase, to the extent of the rights and benefits assigned, such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder and under its Notesuch Bank’s Loans.

Substitution of Banks. In the event that If (wi) any Bank shall not have consented has demanded compensation under Section 8.03 or (ii) the Borrower has become obligated to pay any amendment Taxes or other amounts to this Agreement requiring or for the consent account of all Banks whereas the Majority Banks have consented; (x) any one or more Banks, Bank pursuant to Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; 8.04 (y) any one or more Banks have determined pursuant to Section 2.16(a) that it may not make or maintain all or certain of its Eurodollar Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Advances at such time) and the inability of such Bank, as applicablein either case, to make or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Bank of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (z) any Bank is being called a Defaulting "Selling Bank; then and in any such event"), the Borrower may substitute for such Bank an existing Bankshall have the right, or another financial institution which is reasonably acceptable to with the assistance of the Agent, to seek one or more banks or other institutions satisfactory to the Borrower and the Agent (collectively, the "Purchasing Banks") willing to purchase the Selling Bank's Note and assume the Commitment of the Selling Bank, all on the terms specified in this Section 8.06. The Selling Bank shall be obligated to sell its Note to such Purchasing Bank and or Banks (which may include one or more of the Banks) within 15 days after receiving notice from the Borrower requiring it to purchase the Note of such Bank hereunderdo so, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon to but excluding the date of sale. In connection with any such sale, and as a condition thereof, the Borrower shall pay to the Selling Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Selling Bank at least two Domestic Business Days prior to such sale, (i) the amount of any compensation which would be due to the Selling Bank under Section 2.14 if the Borrower had prepaid the outstanding Fixed Rate Loans of the Advances then payable Selling Bank on the date of such sale and (ii) any additional compensation, Taxes or other amounts accrued for its account under Section 8.03 or 8.04, as applicable, to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided excluding said date (it being understood that in the case of clause (w) above, such substitute Selling Bank shall have provided retain its right to be compensated after the applicable consent. Such purchase shall be effected by execution and delivery by date of such Bank and its replacement of an Assignment and Acceptance, and shall otherwise be made in the manner described in Section 9.08sale for any such accrued amounts remaining unpaid). Upon such purchasesale, the Purchasing Bank or Banks shall assume the Commitment of the Selling Bank, and the Selling Bank shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Bank is not already one of the extent Banks, the Selling Bank, as assignor, such Purchasing Bank, as assignee, the Borrower and the Agent shall enter into an assignment and assumption agreement substantially in the form of Exhibit G hereto, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee hereunder and shall have all the rights and benefits assignedobligations of a Bank with a Commitment equal to its ratable share of the Commitment of the Selling Bank. Upon the consummation of any sale pursuant to this Section 8.06, such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) the Selling Bank, the Agent and the replacement Borrower shall make appropriate arrangements so that, if required, each Purchasing Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder and under its receives a new Note...

Substitution of Banks. In If (i) the event that obligation of any Bank to make LIBOR Loans has been suspended pursuant to Section 2.12, (wii) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; has demanded compensation under Sections 2.13 and/or 2.15 or payments from Borrower under Section 2.20 or (xiii) any Bank becomes a Defaulting Bank or Non-Consenting Bank (in each case, 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 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 Banks, pursuant to Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Advances in excess of Banks) (each a “Purchasing Bank”) to purchase the effective lending rate of the other BanksLoan and Note, if any, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (y) any one or more Banks have determined pursuant to Section 2.16(a) that it may not make or maintain all or certain of its Eurodollar Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Advances at such time) and the inability of such Bank, as applicable, to make or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Bank of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume the Commitment of such Affected Bank. The Affected Bank shall be obligated to sell its Loan and to purchase the Note Note, if any, and assign all of such Bank hereunderits interests, without recourse to or warranty rights (other than as its existing rights to unencumbered ownershippayments pursuant to Sections 2.13, 2.15 or 2.20) byand obligations under the Transaction Documents to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from the Borrower requiring it to do so, or expense to, such Bank for a purchase at an aggregate price equal to the outstanding principal amount of the Advances then payable to such Bank Loan, plus any accrued but 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 the 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) the Borrower shall pay to the Affected Bank the sum of (y) all fees accrued for its account under this Agreement to but unpaid fees with respect thereto; provided that 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 clause (w) abovesuch 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 substitute assignment will result in a reduction of such compensation or payments 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 (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 Loans and the Affected Bank shall have provided be released from its obligations under this Agreement to a corresponding extent and (2) the applicable consent. Such purchase Affected Bank, as assignor, such Purchasing Bank, as assignee, the Borrower and the Administrative Agent shall be effected by execution and delivery by such Bank and its replacement of enter into an Assignment and AcceptanceAssumption 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 otherwise be made in the manner described in Section 9.08. Upon such purchase, to the extent of have all the rights and benefits assignedobligations of a Bank with a Loan in an amount equal to the Loans of the Affected Bank. In connection with any assignment pursuant to this Section, the Borrower shall pay to the Administrative Agent the administrative fee of $3,500 for processing such Bank shall no longer be a party hereto or have assignment referred to in Section 9.09(c). Upon the consummation of any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of sale pursuant to this Agreement) Section 2.19, the Affected Bank, the Administrative Agent and the replacement Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder and under its receives a new Note.

Substitution of Banks. In the event that (w) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (x) any one or more Banks, pursuant to Section 2.15 SECTION 2.12 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 SECTION 2.17 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 SECTION 2.17 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the A Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower Company of a written notice that such Bank’s 's effective lending rate has so exceeded the effective lending rate of the other Banks; , (y) any one or more Banks have determined pursuant to Section 2.16(aSECTION 2.09(d) or 2.13(a) hereof that it may not make or maintain all or certain of its Eurodollar Eurocurrency Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Eurocurrency Advances at such time) and the inability of such Bank, as applicable, Bank to make or maintain such Eurodollar Eurocurrency Advances continues for 30 or more days after the receipt by the Borrower from such Bank from the Company of written notice of such inability and that the Borrower’s Company's request that such Bank alleviate such inability; , or (z) any Bank is shall decline (or be deemed to have declined) to extend its Commitment hereunder after a Defaulting Bank; request for extension of Commitments pursuant to SECTION 2.19 and Banks holding Commitments equalling or exceeding 51% of the Total Commitment have agreed to extend their Commitments pursuant to such request, then and in any such event, the Borrower Company may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume the Commitment of such Bank and to purchase the A Note of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the A Advances then payable to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (w) above, such substitute Bank shall have provided the applicable consent. Such purchase shall be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptance, and shall otherwise be made in the manner described in Section SECTION 9.08. Upon such purchase, to the extent of the rights and benefits assigned, such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder and under its such A Note.

Substitution of Banks. In the event that (w) If any Bank (a "Selling Bank") (i) gives notice pursuant to Section 8.02 that it is unlawful or impossible for such Bank to make, maintain or fund its Euro-Dollar Loans or (ii) demands compensation under Section 2.06(l), 8.03 or 8.04, Vencor shall have the right, with the assistance of the Documentation Agent, to seek one or more banks or other institutions (collectively, the "Purchasing Banks") willing to purchase the Notes of the Selling Bank and its participation in any outstanding LC Reimbursement Obligations and to assume the Selling Bank's Revolving Credit Commitment, its unused Term Commitment (if any) and its participation in the LC Liabilities on the terms specified in this Section 8.06; provided that any such purchase and assumption by a Purchasing Bank that is not have consented already a Bank shall be subject to any amendment to this Agreement requiring the consent of all the Administrative Agent and each LC Issuing Bank (which consents shall not be unreasonably withheld). The Selling Bank shall be obligated to sell its Notes and its participation in any outstanding LC Reimbursement Obligations to such Purchasing Bank or Banks whereas the Majority Banks have consented; (x) any which may include one or more Banks, pursuant to Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment ) within 30 15 days after receipt by such Bank receiving notice from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (y) any one or more Banks have determined pursuant Vencor requiring it to Section 2.16(a) that it may not make or maintain all or certain of its Eurodollar Advances do so, at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Advances at such time) and the inability of such Bank, as applicable, to make or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Bank of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume the Commitment of such Bank and to purchase the Note of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase aggregate price equal to the outstanding principal amount thereof plus unpaid interest accrued thereon up to but excluding the date of sale. In connection with any such sale, and as a condition thereof, Vencor shall pay to the Selling Bank all commitment fees and letter of credit fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Selling Bank at least 95 102 two Domestic Business Days prior to such sale, (i) the amount of any compensation which would be due to the Selling Bank under Section 2.11 if the relevant Borrowers had prepaid the outstanding Euro-Dollar Loans of the Advances then payable Selling Bank on the date of such sale and (ii) any additional compensation accrued for its account under Section 8.03 to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (w) above, such substitute Bank shall have provided the applicable consent. Such purchase shall be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptance, and shall otherwise be made in the manner described in Section 9.08excluding said date. Upon such purchasesale, the Purchasing Bank or Banks shall assume the Selling Bank's Revolving Credit Commitment, its unused Term Commitment (if any) and its participation in the LC Liabilities, and the Selling Bank shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Bank is not already one of the extent of Banks, the Selling Bank, as assignor, such Purchasing Bank, as assignee, the Administrative Agent and each LC Issuing Bank shall enter into an appropriate assignment and assumption agreement, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee hereunder and shall have all the rights and benefits assignedobligations of a Bank with a Revolving Credit Commitment and unused Term Commitment (if any) equal to its ratable share of the Revolving Credit Commitment and unused Term Commitment (if any) of the Selling Bank and with a participation in the LC Liabilities equal to its ratable share of the Selling Bank's participation in the LC Liabilities. Upon the consummation of any sale pursuant to this Section 8.06, such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) the Selling Bank, the Administrative Agent and the replacement Borrowers shall make appropriate arrangements so that, if required, each Purchasing Bank shall succeed to receives new Notes complying with the rights and benefits, and shall assume the obligations, provisions of such Bank hereunder and under its NoteSection 2.03.

Substitution of Banks. In If (a) the event that obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (wb) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (x) any one or more Banks, pursuant to Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or has demanded compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity 3.4(c), 11.1 or compensation under Section 2.20 with respect to such payment11.5, (in any such case which compensation or indemnity increases each case, an "Affected Bank"), then the effective lending rate of such Bank with respect to its share of Borrowers shall have the Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; right (y) any one or more Banks have determined pursuant subject to Section 2.16(a) that it may not make or maintain all or certain 13.8 hereof), with the assistance of its Eurodollar Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Advances at such time) and the inability of such Bank, as applicable, to make or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Bank of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume seek a substitute Bank or Banks (which may be one or more of the Commitment of such Bank and Banks (the "Purchasing Bank" or "Purchasing Banks") to purchase the Note Advances of the Revolving Credit, Swing Line and/or the applicable Term Loan, as the case may be and assume the commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank. The Affected Bank hereundershall be obligated to sell its Advances of the Revolving Credit, without recourse Swing Line and/or the applicable Term Loan, as the case may be, and assign its commitments to such Purchasing Bank or warranty (other than as Purchasing Banks within fifteen days after receiving notice from the Borrowers requiring it to unencumbered ownership) bydo so, or expense to, such Bank for a purchase at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the Advances then payable to sale. In connection with any such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (w) above, such substitute Bank shall have provided the applicable consent. Such purchase shall be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptancesale, and as a condition thereof, the Borrowers shall otherwise pay to the Affected Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Bank within ten Business Days after such sale, (i) the amount of any compensation which would be made in due to the manner described in Affected Bank under Section 9.0811.1 if the Borrowers had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(c) and 11.5 to but excluding said date. Upon such purchasesale, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank's commitment, and the Affected Bank shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Bank is not already one of the extent of Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrowers and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and benefits assignedobligations of a Bank with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment and the applicable Percentages of the Term Loans of the Affected Bank. In connection with any assignment pursuant to this Section 11.7, such the Borrowers or the Purchasing Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed pay to the rights and benefits, and shall assume Agent the obligations, of administrative fee for processing such Bank hereunder and under its Noteassignment referred to in Section 13.8.

Substitution of Banks. In the event that (wv) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (xw) any one or more Banks, pursuant to Section ‎Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section ‎Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section ‎Section 2.20 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Revolving Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower Company of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (yx) any one or more Banks have ​ ​ ​ determined pursuant to Section ‎Section 2.16(a) or ‎Section 3.01(b)(ii) that it may not make or maintain all or certain of its Eurodollar Eurocurrency Advances or XXXXX Daily Rate Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Eurocurrency Advances or XXXXX Daily Rate Advances at such time) and the inability of such Bank, as applicable, to make or maintain such Eurodollar Eurocurrency Advances or XXXXX Daily Rate Advances continues for 30 or more days after the receipt by the Borrower Company from such Bank of written notice of such inability and the BorrowerCompany’s request that such Bank alleviate such inability; or (zy) any Bank is a Defaulting Bank; or (z) any Bank shall decline (or be deemed to have declined) to extend its Commitment hereunder after a request for extension of Commitments pursuant to ‎Section 2.22 and Banks constituting Majority Banks have agreed to extend their Commitments pursuant to such request; then and in any such event, the Borrower Company may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume the Commitment Commitment, the Letter of Credit Participations and/or the Swing Line Participations of such Bank and to purchase the Note of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the Revolving Advances then payable to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (wv) above, such substitute Bank shall have provided the applicable consent. Such purchase shall may be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptance, and shall otherwise be made Acceptance in the manner described in Section 9.08‎Section 9.08(d). Upon such purchase, to the extent of the rights and benefits assigned, such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder hereunder, including such Bank’s Letter of Credit Participations and Swing Line Participations, and under its such Bank’s Note.

Substitution of Banks. In the event that (w) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (x) any one or more Banks, pursuant to Section 2.15 SECTION 2.12 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 SECTION 2.17 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 SECTION 2.17 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the A Advances in excess of the effective lending rate of the other Banks, or, if applicable, the effective lending rate of such Bank with respect to Local Currency Advances in excess of the effective lending rate of the other Banks party to the Local Currency Addendum under which such Local Currency Advances are outstanding, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower Company of a written notice that such Bank’s 's effective lending rate has so exceeded the effective lending rate of the other Banks; (yx) any one or more Banks have determined pursuant to Section 2.16(aSECTION 2.09(d) or 2.13(a) hereof that it may not make or maintain all or certain of its Eurodollar Eurocurrency Advances or Local Currency Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Eurocurrency Advances at such time or the other applicable Local Currency Banks shall continue to be able to make or maintain their corresponding Local Currency Advances at such time) and the inability of such Bank or Local Currency Bank, as applicable, to make or maintain such Eurodollar Eurocurrency Advances or Local Currency Advances continues for 30 or more days after the receipt by the Borrower from such Bank from the Company of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume the Commitment of such Bank and to purchase the Note of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the Advances then payable to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (w) above, such substitute Bank shall have provided the applicable consent. Such purchase shall be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptance, and shall otherwise be made in the manner described in Section 9.08. Upon such purchase, to the extent of the rights and benefits assigned, such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder and under its Note.notice

Substitution of Banks. In the event that If (wa) any Bank shall not have consented has demanded compensation under Section 8.03, (b) the Borrower has become obligated to pay any amendment Taxes or other amounts to this Agreement requiring or for the account of any Bank pursuant to Section 8.04 (such Bank, in either clause (a) or (b), an "Increased Cost Bank"), (c) any Bank has become a Defaulting Bank and has failed to cure its default within five days after the Borrower's request that it cure such default or (d) in connection with any proposed amendment, modification, termination, waiver or consent contemplated by Sections 9.05(b) to 9.05(f), inclusive, the consent of all Required Banks whereas shall have been obtained but the Majority Banks have consented; (x) any consent of one or more Banks, pursuant to Section 2.15 hereof, incurs any increased costs, receives of such other Banks (each a reduced payment or "Non-Consenting Bank") whose consent is required to make any payment for which any such Bank demands compensation pursuant to such Sectionhas not been obtained, or makes a claim for indemnity or compensation under Section 2.20 hereof in each case, then, with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 with respect to each such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (y) any one or more Banks have determined pursuant to Section 2.16(a) that it may not make or maintain all or certain of its Eurodollar Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Advances at such time) and the inability of such Increased Cost Bank, as applicable, to make Defaulting Bank or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Non-Consenting Bank of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (z) any Bank is each a Defaulting "Selling Bank; then and in any such event"), the Borrower may substitute for such Bank an existing Bankshall have the right, or another financial institution which is reasonably acceptable to with the assistance of the Agent, to seek one or more banks or other institutions satisfactory to the Borrower and the Agent (collectively, the "Purchasing Banks") willing to purchase the Selling Bank's Loans, its participation interests of any unpaid Reimbursement Obligations and Swingline Loans and assume the Commitment of the Selling Bank, all on the terms specified in this Section 8.06. The Selling Bank shall be obligated (and hereby irrevocably agrees) to sell its Loans and its participation interests in any unpaid Reimbursement Obligations and Swingline Loans to such Purchasing Bank and or Banks (which may include one or more of the Banks) in accordance with the provisions of Section 9.06(c) within 5 days after receiving notice from the Borrower requiring it to purchase the Note of such Bank hereunderdo so, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase at an aggregate price equal to the outstanding principal amount of Loans held by the Advances then payable Selling Bank and any amounts funded by the Selling Bank with respect to its participation interests in unpaid Reimbursement Obligations or Swingline Loans, plus unpaid interest accrued thereon to but excluding the date of sale. In connection with any such sale, and as a condition thereof, the Borrower shall pay to the Selling Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Selling Bank at least two Business Days prior to such sale, (i) the amount of any indemnity which would be due to the Selling Bank plus under Section 2.14 if the Borrower had prepaid the outstanding Euro-Dollar Loans of the Selling Bank on the date of such sale and (ii) any additional compensation, Taxes or other amounts accrued for its account under Section 8.03 or Section 8.04, as applicable, to but unpaid interest and accrued but unpaid fees with respect thereto; provided excluding, said date (it being understood that in the case of clause (w) above, such substitute Selling Bank shall have provided retain its right to be compensated after the applicable consent. Such purchase shall be effected by execution and delivery by date of such Bank and its replacement of an Assignment and Acceptance, sale for any such accrued amounts remaining unpaid) and shall otherwise be made in pay to the manner described Agent the administrative fee referred to in Section 9.089.06(c). Upon such purchasesale, the Purchasing Bank or Banks shall assume the Commitment of the Selling Bank, and the Selling Bank shall be released from its obligations hereunder to the extent of a corresponding extent, and, such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee hereunder and shall have all the rights and benefits assignedobligations of a Bank with a Commitment equal to its ratable share of the Commitment of the Selling Bank. Upon the consummation of any sale pursuant to this Section 8.06, the Selling Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, each Purchasing Bank receives a new Note. In the event such Selling Bank is a Non-Consenting Bank, each Purchasing Bank shall consent, at the time of such assignment, to each matter in respect of which such Selling Bank was a Non-Consenting Bank. Upon the prepayment of all amounts owing to any Selling Bank and the termination of such Selling Bank's Commitments, if any, such Selling Bank shall no longer be constitute a party hereto "Bank" for purposes hereof; provided, any rights of such Selling Bank to indemnification hereunder shall survive as to such Selling Bank. If the Selling Bank is also an LC Issuing Bank, its obligation to issue, amend, renew or extend Letters of Credit shall terminate concurrently with such sale and its status as an LC Issuing Bank (but not its right to indemnification hereunder) shall terminate when the LC Liabilities relating to all Letters of Credit issued by it have been reduced to zero or have any rights been fully cash collateralized or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination supported by other letters of this Agreement) and the replacement Bank shall succeed credit, in each case, in a manner satisfactory to the rights and benefits, and shall assume the obligations, of such Bank hereunder and under its NoteLC Issuing Bank.

Substitution of Banks. In If (a) the event that obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 12.5 or 12.6 or (wb) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (x) any one or more Banks, pursuant to Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or has demanded compensation under Section 2.20 hereof with respect 3.4(c), 12.1 or 12.7, or (c) any Revolving Credit Bank does not consent to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share extension of the Advances Revolving Credit Maturity Date as provided in excess of Section 2.16(b)(i) or (ii) (in each case, an "Affected Bank"), then the effective lending rate of Borrowers shall have the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; right (y) any one or more Banks have determined pursuant subject to Section 2.16(a) that it may not make or maintain all or certain 14.8 hereof), with the assistance of its Eurodollar Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Advances at such time) and the inability of such Bank, as applicable, to make or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Bank of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (z) any Bank is a Defaulting Bank; then and in any such event, the Borrower may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume seek a substitute Bank or Banks (which may be one or more of the Commitment of such Bank and Banks (the "Purchasing Bank" or "Purchasing Banks") to purchase the Note Advances of the Revolving Credit and/or the applicable Term Loan, as the case may be and assume the commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank. The Affected Bank hereundershall be obligated to sell its Advances of the Revolving Credit and/or the applicable Term Loan, without recourse as the case may be, and assign its commitments to such Purchasing Bank or warranty (other than as Purchasing Banks within fifteen days after receiving notice from Borrowers requiring it to unencumbered ownership) bydo so, or expense to, such Bank for a purchase at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the Advances then payable sale. In connection with any such sale, and as a condition thereof, Borrowers shall pay to the Affected Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Bank plus within ten Business Days after such sale, (i) the amount of any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in compensation which would be due to the case of clause (w) above, such substitute Affected Bank shall have provided under Section 12.1 if the applicable consent. Such purchase shall be effected by execution Borrower has prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale and delivery by such Bank (ii) any additional compensation accrued for its account under Sections 3.4(c), 12.7 and its replacement of an Assignment and Acceptance, and shall otherwise be made in the manner described in Section 9.0812.9 to but excluding said date. Upon such purchasesale, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank's commitment, and the Affected Bank shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Bank is not already one of the extent of Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, Autocam and the Agent, shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and benefits assignedobligations of a Bank with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment and the applicable Percentages of the Term Loans of the Affected Bank. In connection with any assignment pursuant to this Section 12.10, such the Borrowers or the Purchasing Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed pay to the rights and benefits, and shall assume Agent the obligations, of administrative fee for processing such Bank hereunder and under its Noteassignment referred to in Section 14.8. 13.

Substitution of Banks. In the event that If (wi) any Bank shall not have consented has demanded compensation under Section 8.03, (ii) the Borrower has become obligated to pay any amendment Taxes or other amounts to this Agreement requiring or for the account of any Bank pursuant to Section 8.04 (such Bank, in either clause (i) or (ii), an "Increased Cost Bank"), (iii) any Bank has become a Defaulting Bank and has failed to cure its default within five days after the Borrower's request that it cure such default or (iv) in connection with any proposed amendment, modification, termination, waiver or consent contemplated by Sections 9.05(ii) to 9.05(vi), inclusive, the consent of all Required Banks whereas shall have been obtained but the Majority Banks have consented; (x) any consent of one or more Banks, pursuant to Section 2.15 hereof, incurs any increased costs, receives of such other Banks (each a reduced payment or "Non-Consenting Bank") whose consent is required to make any payment for which any such Bank demands compensation pursuant to such Sectionhas not been obtained, or makes a claim for indemnity or compensation under Section 2.20 hereof in each case, then, with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 with respect to each such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Borrower of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (y) any one or more Banks have determined pursuant to Section 2.16(a) that it may not make or maintain all or certain of its Eurodollar Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Advances at such time) and the inability of such Increased Cost Bank, as applicable, to make Defaulting Bank or maintain such Eurodollar Advances continues for 30 or more days after the receipt by the Borrower from such Non-Consenting Bank of written notice of such inability and the Borrower’s request that such Bank alleviate such inability; or (z) any Bank is each a Defaulting "Selling Bank; then and in any such event"), the Borrower may substitute for such Bank an existing Bankshall have the right, or another financial institution which is reasonably acceptable to with the assistance of the Agent, to seek one or more banks or other institutions satisfactory to the Borrower and the Agent (collectively, the "Purchasing Banks") willing to purchase the Selling Bank's Loans and assume the Commitment of the Selling Bank, all on the terms specified in this Section 8.06. The Selling Bank shall be obligated (and hereby irrevocably agrees) to sell its Loans to such Purchasing Bank and or Banks (which may include one or more of the Banks) in accordance with the provisions of Section 9.06(c) within 5 days after receiving notice from the Borrower requiring it to purchase the Note of such Bank hereunderdo so, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon to but excluding the date of sale. In connection with any such sale, and as a condition thereof, the Borrower shall pay to the Selling Bank, if demanded by the Selling Bank at least two Domestic Business Days prior to such sale, (i) the amount of any indemnity which would be due to the Selling Bank under Section 2.14 if the Borrower had prepaid the outstanding Euro-Dollar Loans of the Advances then payable Selling Bank on the date of such sale and (ii) any additional compensation, Taxes or other amounts accrued for its account under Section 8.03 or 8.04, as applicable, to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided excluding, said date (it being understood that in the case of clause (w) above, such substitute Selling Bank shall have provided retain its right to be compensated after the applicable consent. Such purchase shall be effected by execution and delivery by date of such Bank and its replacement of an Assignment and Acceptance, sale for any such accrued amounts remaining unpaid) and shall otherwise be made in pay to the manner described Agent the administrative fee referred to in Section 9.089.06(c). Upon such purchasesale, the Purchasing Bank or Banks shall assume the Commitment of the Selling Bank and acquire the Loans of the Selling Bank, and the Selling Bank shall be released from its obligations hereunder to the extent of a corresponding extent, and, such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee hereunder and shall have all the rights and benefits assignedobligations of a Bank with a Commitment equal to its ratable share of the Commitment of the Selling Bank and Loans equal to the amount of Loans acquired from the Selling Bank. Upon the consummation of any sale pursuant to this Section 8.06, the Selling Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, each Purchasing Bank receives a new Note. In the event such Selling Bank is a Non-Consenting Bank, each Purchasing Bank shall consent, at the time of such assignment, to each matter in respect of which such Selling Bank was a Non-Consenting Bank. Upon the payment of all amounts owing to any Selling Bank and the termination of such Selling Bank's Commitments, if any, such Selling Bank shall no longer be constitute a party hereto or have "Bank" for purposes hereof; provided, any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Selling Bank to indemnification hereunder and under its Noteshall survive as to such Selling Bank.