Common use of Substitution of Banks Clause in Contracts

Substitution of Banks. Upon the receipt by the Borrower from any Bank (an "AFFECTED BANK") of a claim for compensation pursuant to Section 3.01 or Section 3.03, or a notice to the Borrower through the Administrative Agent under Section 3.02(a), unless the Borrower and the Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: (i) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Advances and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank or financial institution (the "Substitute Bank") to acquire and assume all or part of such Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). In the event of the replacement of an Affected Bank, such Affected Bank agrees to assign without recourse its rights and obligations hereunder to the Substitute Bank upon payment by the Substitute Bank to the Affected Bank of the principal amount of such Affected Banks's outstanding Advances and any accrued and unpaid interest thereon, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of a Substitute Bank shall not affect the Borrower's obligations to such Affected Bank hereunder.

Substitution of Banks. Upon the receipt by the Borrower from If any Bank (an "AFFECTED BANK"“Affected Bank”) of a claim (i) makes demand upon Borrower for compensation (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01 3.01, (ii) is unable to make or maintain 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 demand 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 the Borrower through the secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt), give written notice (a “Replacement Notice”) to Administrative Agent under Section 3.02(a), unless the Borrower and to each Bank of Borrower’s intention to replace the Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: (i) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Advances and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank or with another financial institution (the "Substitute “Replacement Bank"”) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to acquire and assume all the applicable consent, approval, amendment or part 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 permitted to prepay in full such Affected Bank's Advances ’s Loans and Revolving Commitment. Any to terminate such designation of a Substitute Bank under clause (ii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). In the event of the replacement of an 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 agrees shall not have agreed to assign without recourse its rights waive the payment of the Additional Costs, Indemnified Taxes or other amounts in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03 or in Section 3.06 and obligations hereunder (C) to the Substitute Bank upon payment by the Substitute Bank to the extent two or more Affected Bank of the principal amount of Banks are so prepaid and their Commitments terminated, such Affected Banks's outstanding Advances and any accrued and unpaid interest thereon’ aggregate Commitments so terminated shall not exceed 5% of the total Commitments before giving effect to such terminations, and any other amounts owed to such prepayments shall be made ratably in accordance with such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of a Substitute Bank shall not affect the Borrower's obligations to such Affected Bank hereunderBanks’ respective Pro Rata Shares.

Substitution of Banks. Upon the receipt by the Borrower from any Bank (an "AFFECTED BANK"“Affected Bank”) of a claim for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereof) advanced hereunder pursuant to Section 3.01 or Section 3.03, or 2.12 as a notice result of a Bank failing to the Borrower through fund its Pro Rata Advance Share to the Administrative Agent under (such constituting a Defaulting Bank as defined in Section 3.02(a1.01), unless the Borrower and the Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: (a) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Advances ’s Loans and Revolving Commitment, which request may be granted or denied in such Bank's sole discretionCommitted Line Portion; or (iid) designate a replacement bank Replacement Bank or financial institution (e) remove such Defaulting Bank (in its various capacities hereunder) upon the "Substitute Bank") payment of all amounts then due to acquire and assume all or part of such Affected Bank's Advances and Revolving CommitmentDefaulting Bank hereunder at par, to the extent such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Substitute Replacement Bank under clause (iib) or (d) shall be subject to the prior written consent of the Administrative Agent Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld). In the event of the replacement of an Affected Bank, such Affected Bank agrees to assign without recourse its rights and obligations hereunder to the Substitute Bank upon payment by the Substitute Bank to the Affected Bank of the principal amount of such Affected Banks's outstanding Advances and any accrued and unpaid interest thereon, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of a Substitute Bank shall not affect the Borrower's obligations to such Affected Bank hereunder.

Substitution of Banks. Upon In the receipt by event (a) the Borrower receives a claim from any Bank (an "AFFECTED BANK") of a claim for compensation under Section 9.3 or 12.1 hereof, (b) the Borrower receives notice from any Bank of any illegality pursuant to Section 3.01 or Section 3.0310.1 hereof, (c) any Bank is in default in any material respect with respect to its obligations under the Credit Documents, or (d) a notice Bank fails to the Borrower through the Administrative Agent consent to an amendment or waiver requested under Section 3.02(a12.13 hereof at a time when the Required Banks have approved such amendment or waiver (any such Bank referred to in clause (a), unless the Borrower and the (b), (c), or (d) above being hereinafter referred to as an "Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the BorrowerBank"), the Borrower may: , in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Bank to assign, at par PLUS accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitment and the Loans and other amounts at any time owing to it hereunder and the other Credit Documents) to a commercial bank or other financial institution specified by the Borrower, PROVIDED that (i) request one such assignment shall not conflict with or more violate any law, rule or regulation or order of the any court or other Banks to acquire and assume all or part of such Affected Bank's Advances and Revolving Commitmentgovernmental authority, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank or financial institution (the "Substitute Bank") to acquire and assume all or part of such Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) Borrower shall be subject to have received the prior written consent of the Administrative Agent (Agent, which consent shall not be unreasonably withheld). In withheld or delayed, to such assignment, (iii) the event of the replacement of an Affected Bank, such Affected Bank agrees to assign without recourse its rights and obligations hereunder to the Substitute Bank upon payment by the Substitute Bank Borrower shall have paid to the Affected Bank of the principal amount of such Affected Banks's outstanding Advances and any accrued and unpaid interest thereon, and any other all monies (together with amounts owed to due such Affected Bank under Section 1.10 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and to execute (iv) the assignment is entered into in accordance with the other requirements of Section 12.12 hereof (provided any assignment fees and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance reimbursable expenses due thereunder shall be paid by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of a Substitute Bank shall not affect the Borrower's obligations to such Affected Bank hereunder).

Substitution of Banks. Upon the receipt by the Borrower from If (a) any Bank shall become an Impaired Bank, (an "AFFECTED BANK"b) the obligation of a claim for compensation any Bank to make Eurodollar-based Advances has been suspended pursuant to Section 3.01 10.3 or 10.4, (c) any Bank has demanded compensation under Section 3.033.4(d), 10.5 or 10.6 or (d) any Bank has not approved an amendment, waiver or other modification of this Agreement, if such amendment or waiver has been approved by the Majority Banks and the consent of such Bank is required (in each case, an “Affected Bank”), then the Agent or the Borrowers shall have the right to make written demand on the Affected Bank (with a notice copy to the Borrower through Borrowers in the Administrative case of a demand by the Agent under Section 3.02(a), unless or with a copy to the Borrower Agent in the case of a demand by the Borrowers) to assign and the Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative shall assign, to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: (i) request one or more financial institutions that comply with the provisions of Section 12.8 hereof (the “Purchasing Bank” or “Purchasing Banks”) to purchase the Advances of the other Banks to acquire and assume all or part Revolving Credit, Swing Line and/or the Term Loan, as the case may be, of such Affected Bank's Bank (including, without limitation, its participating interests in outstanding Swing Line Advances and Letters of Credit) and assume the commitment of the Affected Bank to extend credit under the Revolving CommitmentCredit (including without limitation its obligation to purchase participations interest in Swing Line Advances and Letters of Credit) under this Agreement. The Affected Bank shall be obligated to sell its Advances of the Revolving Credit, which request Swing Line and/or the Term Loan, as the case may be granted or denied be, and assign its commitment to extend credit under the Revolving Credit (including without limitation its obligations to purchase participations in such Bank's sole discretion; or (ii) designate a replacement bank or financial institution (the "Substitute Bank"Swing Line Advances and Letters of Credit) to acquire and assume all such Purchasing Bank or part of such Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause Purchasing Banks within ten (ii10) shall be subject days after receiving notice from the Borrowers requiring it to do so, at an aggregate price equal to the prior written consent outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the Administrative Agent (which consent shall not be unreasonably withheld)sale. In connection with any such sale, and as a condition thereof, the event of the replacement of an Affected Bank, such Affected Bank agrees to assign without recourse its rights and obligations hereunder to the Substitute Bank upon payment by the Substitute Bank 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 within ten (10) Business Days after such sale, (i) the amount of any compensation which would be due to the Affected Bank under Section 10.1 if the Borrowers had prepaid the outstanding Eurodollar-based Advances of the principal amount Affected Bank on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(d), 10.5 and 10.6 to but excluding said date. Upon such sale, the Purchasing Bank or Purchasing Banks shall assume the Affected Banks's outstanding Advances and any accrued and unpaid interest thereonBank’s commitment, and any other amounts owed to such the Affected Bank shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Bank is not already one of the Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, the Borrowers and the Agent, shall enter into an Assignment Agreement pursuant to execute 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 deliver shall have all the rights and obligations of a Bank with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Commitment and the applicable Term Loan Percentages of the Term Loan of the Affected Bank. In connection with any assignment pursuant to this Section 12.11, the Borrowers or the Purchasing Bank shall pay to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing administrative fee for processing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of a Substitute Bank shall not affect the Borrower's obligations referred to such Affected Bank hereunderin Section 12.8.”

Substitution of Banks. Upon the receipt by the Borrower from If any Bank (an "AFFECTED BANK"“Affected Bank”) of a claim (i) makes demand upon Borrower for compensation (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01 3.01, (ii) is unable to make or maintain a LIBOR Loan or Bid Rate Loan as a result of a condition described in Section 3.033.03 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 demand 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 the Borrower through the secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt), give written notice (a “Replacement Notice”) to Administrative Agent under Section 3.02(a), unless the Borrower and to each Bank of Borrower’s intention to replace the Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: (i) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Advances and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank or with another financial institution (the "Substitute “Replacement Bank"”) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to acquire and assume all the applicable consent, approval, amendment or part 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 permitted to prepay in full such Affected Bank's Advances ’s Loans and Revolving Commitment. Any to terminate such designation of a Substitute Bank under clause (ii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). In the event of the replacement of an 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 agrees shall not have agreed to assign without recourse its rights waive the payment of the Additional Costs, Indemnified Taxes or other amounts in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in clause (b) of Section 3.02 or in Section 3.06 and obligations hereunder (C) to the Substitute Bank upon payment by the Substitute Bank to the extent two or more Affected Bank of the principal amount of Banks are so prepaid and their Loan Commitments terminated, such Affected Banks's outstanding Advances and any accrued and unpaid interest thereon’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and any other amounts owed to such prepayments shall be made ratably in accordance with such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of a Substitute Bank shall not affect the Borrower's obligations to such Affected Bank hereunderBanks’ respective Pro Rata Shares.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Bank (an "AFFECTED BANK") of a claim for compensation to make Eurocurrency-based Advances has been suspended pursuant to Section 3.01 12.3 or Section 3.03, 12.4 or a notice to the Borrower through the Administrative Agent (ii) any Bank has demanded compensation under Section 3.02(a12.5 (in each case, an "Affected Lender"), unless Company shall have the Borrower and right, with the Affected Bank have reached an agreement assistance of the Agent, to seek a substitute lender or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: lenders (i) request which may be one or more of the other Banks (the "Purchasing Lender" or "Purchasing Lenders") to acquire purchase the Revolving Credit Note and assume all or part the commitment (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank's Lender. The Affected Lender shall be obligated to sell its Revolving Credit Note and assign its commitment to such Purchasing Lender or Purchasing Lenders 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 sale. In connection with any such sale, and as a condition thereof, Company shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender at least two Business Days prior to such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 12.1 if Company has prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such sale and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank any additional compensation accrued for its account under Section 12.5 to but excluding said date. Upon such sale, the Purchasing Lender or financial institution (Purchasing Lenders shall assume the "Substitute Bank") to acquire Affected Lender's commitment and assume all or part of such the Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) Lender shall be subject released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the prior written Banks, the Affected Lender, as assignor, such Purchasing Lender, as assignee, Company and the Agent, with the subscribed consent of the Administrative Agent (which consent Swing Line Bank shall not enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Lender shall be unreasonably withheld). In a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the event of the replacement of an Affected Bank, such Affected Bank agrees to assign without recourse its rights and obligations hereunder of a Bank with a Percentage equal to its ratable share of the Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment pursuant to this Section 12.8, Company or the Purchasing Lender shall pay to the Substitute Bank upon payment by Agent the Substitute Bank administrative fee for processing such assignment referred to in Section 14.8. Upon the consummation of any sale pursuant to this Section 12.8, the Affected Bank of Lender, the principal amount of such Affected Banks's outstanding Advances and any accrued and unpaid interest thereon, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of Company shall make appropriate arrangements so that, if required, each Purchasing Lender receives a Substitute Bank shall not affect the Borrower's obligations to such Affected Bank hereundernew Revolving Credit Note.

Substitution of Banks. Upon the receipt by If (i) any Bank has demanded compensation under Section 8.03 or (ii) the Borrower from has become obligated to pay any Taxes or other amounts to or for the account of any Bank (an "AFFECTED BANK") of a claim for compensation pursuant to Section 3.01 or Section 3.038.04 (such Bank, or in either case, being called a notice to "Selling Bank"), the Borrower through shall have the Administrative Agent under Section 3.02(a)right, unless with the Borrower and assistance of the Affected Bank have reached an agreement Agent, to seek one or are negotiating toward reaching an agreement relative more banks or other institutions satisfactory to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: LC Issuing Banks and the Agent (icollectively, the "Purchasing Banks") request willing to purchase the Selling Bank=s Note and its share of any unpaid Reimbursement Obligations 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 and its share of any unpaid Reimbursement Obligations to such Purchasing Bank or Banks (which may include one or more of the other Banks Banks) within 15 days after receiving notice from the Borrower requiring it to acquire do so, 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 assume as a condition thereof, the Borrower shall pay to the Selling Bank all or part fees accrued for its account hereunder to but excluding the date of such Affected Bank's Advances 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 Selling Bank on the date of such sale and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank any additional compensation, Taxes or financial institution other amounts accrued for its account under Section 8.03 or 8.04, as applicable, to but excluding said date (it being understood that the "Substitute Bank") Selling Bank shall retain its right to acquire and assume all or part be compensated after the date of such Affected sale for any such accrued amounts remaining unpaid). Upon such sale, the Purchasing Bank or Banks shall assume the Commitment of the Selling Bank's Advances , and Revolving Commitment. Any such designation of a Substitute the Selling Bank under clause (ii) shall be subject released from its obligations hereunder to the prior written consent a corresponding extent. If any Purchasing Bank is not already one of the Administrative Agent (which consent shall not be unreasonably withheld). In Banks, the event of the replacement of an Affected Selling Bank, as assignor, such Affected Purchasing Bank, as assignee, the Borrower, the LC Issuing Banks and the Agent shall enter into an assignment and assumption agreement substantially in the form of Exhibit G hereto, whereupon such Purchasing Bank agrees shall be a Bank party to assign without recourse its this Agreement, shall be deemed to be an Assignee hereunder and shall have all the rights and obligations hereunder of a Bank with a Commitment equal to the Substitute Bank upon payment by the Substitute Bank to the Affected Bank its ratable share of the principal amount Commitment of such Affected Banks's outstanding Advances and the Selling Bank. Upon the consummation of any accrued and unpaid interest thereonsale pursuant to this Section 8.06, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to Selling Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, each Purchasing Bank receives a new Note. If the Selling Bank is also an LC Issuing Bank, its obligation to issue or extend Letters of Credit (or permit an automatic extension of an "evergreen" Letter of Credit) shall terminate concurrently with such Affected sale and its status as an LC Issuing Bank evidencing such assignment and (but not its right to indemnification hereunder) shall terminate when the acceptance LC Liabilities relating to all Letters of Credit issued by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of a Substitute Bank shall not affect the Borrower's obligations it have been reduced to such Affected Bank hereunderzero.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Bank (an "AFFECTED BANK") of a claim for compensation to make Eurocurrency-based Advances has been suspended pursuant to Section 3.01 12.3 or Section 3.03, 12.4 or a notice to the Borrower through the Administrative Agent (ii) any Bank has demanded compensation under Section 3.02(a12.5 (in each case, an "Affected Lender"), unless Company shall have the Borrower and right, with the Affected Bank have reached an agreement assistance of the Agent, to seek a substitute lender or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: lenders (i) request which may be one or more of the other Banks (the "Purchasing Lender" or "Purchasing Lenders") to acquire purchase the Notes and assume all or part the commitment (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank's Lender. The Affected Lender shall be obligated to sell its Notes and assign its commitment to such Purchasing Lender or Purchasing Lenders 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 sale. In connection with any such sale, and as a condition thereof, Company shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender at least two Business Days prior to such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 12.1 if Company has prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such sale and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank any additional compensation accrued for its account under Section 12.5 to but excluding said date. Upon such sale, the Purchasing Lender or financial institution (Purchasing Lenders shall assume the "Substitute Bank") to acquire Affected Lender's commitment and assume all or part of such the Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) Lender shall be subject released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the prior written Banks, the Affected Lender, as assignor, such Purchasing Lender, as assignee, Company and the Agent, with the subscribed consent of the Administrative Agent (which consent Swing Line Bank shall not enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Lender shall be unreasonably withheld). In a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the event of the replacement of an Affected Bank, such Affected Bank agrees to assign without recourse its rights and obligations hereunder of a Bank with a Percentage equal to its ratable share of the Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment pursuant to this Section 12.8, Company or the Purchasing Lender shall pay to the Substitute Bank upon payment by Agent the Substitute Bank administrative fee for processing such assignment referred to in Section 14.8. Upon the consummation of any sale pursuant to this Section 12.8, the Affected Bank of Lender, the principal amount of such Affected Banks's outstanding Advances and any accrued and unpaid interest thereon, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunderCompany shall make appropriate arrangements so that, if required, each Purchasing Lender receives a new Notes, as applicable. The designation of a Substitute Bank shall not affect the Borrower's obligations to such Affected Bank hereunder13.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Bank (an "AFFECTED BANK") of a claim for compensation to make Eurocurrency-based Advances has been suspended pursuant to Section 3.01 11.3 or Section 3.03, 11.4 or a notice to the Borrower through the Administrative Agent (ii) any Bank has demanded compensation under Section 3.02(a11.5 or Section 11.7 (in each case, an "Affected Lender"), unless Company shall have the Borrower and right, with the Affected Bank have reached an agreement assistance of the Agent, to seek a substitute lender or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: lenders (i) request which may be one or more of the other Banks (the "Purchasing Lender" or "Purchasing Lenders") to acquire purchase the Notes and assume all or part the commitment (including without limitation its participations in Letters of Credit) under this Agreement of such Affected Bank's Lender. The Affected Lender shall be obligated to sell its Notes and assign its commitment to such Purchasing Lender or Purchasing Lenders 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 sale. In connection with any such sale, and as a condition thereof, Company shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender at least two Business Days prior to such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 11.1 if Company has prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such sale and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank any additional compensation accrued for its account under Section 11.5 to but excluding said date. Upon such sale, the Purchasing Lender or financial institution (Purchasing Lenders shall assume the "Substitute Bank") to acquire Affected Lender's commitment and assume all or part of such the Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) Lender shall be subject released from its obligations hereunder to the prior written consent a corresponding extent. If any Purchasing Lender is not already one of the Administrative Agent (which consent shall not be unreasonably withheld). In Banks, the event of the replacement of an Affected BankLender, as assignor, such Affected Purchasing Lender, as assignee, Company and the Agent shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Bank agrees party to assign without recourse its this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations hereunder of a Bank with a Percentage equal to its ratable share of the Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment pursuant to this Section 11.8, the Purchasing Lender shall pay to the Substitute Bank upon payment by Agent the Substitute Bank administrative fee for processing such assignment referred to in Section 13.8. Upon the consummation of any sale pursuant to this Section 11.8, the Affected Bank of Lender, the principal amount of such Affected Banks's outstanding Advances and any accrued and unpaid interest thereon, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of Company shall make appropriate arrangements so that, if required, each Purchasing Lender receives a Substitute Bank shall not affect the Borrower's obligations to such Affected Bank hereundernew Notes, as applicable.

Substitution of Banks. Upon the receipt by If (a) any Bank has demanded compensation under Section 8.03, (b) the Borrower from has become obligated to pay any Taxes or other amounts to or for the account of any Bank (an "AFFECTED BANK") of a claim for compensation pursuant to Section 3.01 8.04 (such Bank, in either clause (a) or Section 3.03(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 Required Banks shall have been obtained but the consent of one or more of such other Banks (each a notice "Non-Consenting Bank") whose consent is required has not been obtained, in each case, then, with respect to each such Increased Cost Bank, Defaulting Bank or Non-Consenting Bank (each a "Selling Bank"), the Borrower through shall have the Administrative Agent under Section 3.02(a)right, unless with the assistance of the Agent, to seek one or more banks or other institutions satisfactory to the Borrower and the Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative Agent (collectively, the "Purchasing Banks") willing to alleviating purchase the impact Selling Bank's Loans, its participation interests of such claim for compensation or such notice any unpaid Reimbursement Obligations and Swingline Loans and assume the Commitment of the Selling Bank, all on the Borrower, the Borrower may: terms specified in this Section 8.06. The Selling Bank shall be obligated (iand hereby irrevocably agrees) request to sell its Loans and its participation interests in any unpaid Reimbursement Obligations and Swingline Loans to such Purchasing Bank or Banks (which may include one or more of the other Banks Banks) in accordance with the provisions of Section 9.06(c) within 5 days after receiving notice from the Borrower requiring it to acquire do so, at an aggregate price equal to the outstanding principal amount of Loans held by the Selling Bank and assume 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 or part fees accrued for its account hereunder to but excluding the date of such Affected Bank's Advances 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 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 Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank any additional compensation, Taxes or financial institution other amounts accrued for its account under Section 8.03 or Section 8.04, as applicable, to but excluding, said date (it being understood that the "Substitute Bank") Selling Bank shall retain its right to acquire and assume all or part be compensated after the date of such Affected sale for any such accrued amounts remaining unpaid) and shall pay to the Agent the administrative fee referred to in Section 9.06(c). Upon such sale, the Purchasing Bank or Banks shall assume the Commitment of the Selling Bank's Advances , and Revolving Commitment. Any the Selling Bank shall be released from its obligations hereunder to a corresponding extent, and, such designation 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 obligations of a Substitute Bank under clause (ii) shall be subject with a Commitment equal to the prior written consent its ratable share of the Administrative Commitment of the Selling Bank. Upon the consummation of any sale pursuant to this Section 8.06, the Selling Bank, the Agent (which consent and the Borrower shall not be unreasonably withheld)make appropriate arrangements so that, if required, each Purchasing Bank receives a new Note. In the event of the replacement of an Affected such Selling Bank is a Non-Consenting Bank, each Purchasing Bank shall consent, at the time of such Affected assignment, to each matter in respect of which such Selling Bank agrees was a Non-Consenting Bank. Upon the prepayment of all amounts owing to assign without recourse its any Selling Bank and the termination of such Selling Bank's Commitments, if any, such Selling Bank shall no longer constitute a "Bank" for purposes hereof; provided, any rights and obligations hereunder to the Substitute Bank upon payment by the Substitute of such Selling Bank to the Affected Bank of the principal amount of such Affected Banks's outstanding Advances and any accrued and unpaid interest thereon, and any other amounts owed indemnification hereunder shall survive as to such Affected 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 execute and deliver indemnification hereunder) shall terminate when the LC Liabilities relating to the Administrative Agent an assignment and acceptance all Letters of Credit issued by it have been reduced to zero or have been fully cash collateralized or supported by other letters of credit, in form and substance reasonably each case, in a manner satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected LC Issuing Bank's obligations hereunder. The designation of a Substitute Bank shall not affect the Borrower's obligations to such Affected Bank hereunder.

Substitution of Banks. Upon the receipt by the Borrower from any Bank (an "AFFECTED BANK") of a claim for compensation pursuant to Section 3.01 or Section 3.03, or a notice to the Borrower through the Administrative Agent under Section 3.02(a), unless the Borrower and the Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: If (i) request any Bank has demanded compensation under Clause 2.5 or (ii) the Obligors are obligated to replace a Bank pursuant to clause (x) of Clause 2.6 (a) the Obligors shall have the right, upon twenty (20) Business Days' prior notice to such Bank (or five Business Days' prior notice in the case of any substitution pursuant to the foregoing clause (ii)), to cause one or more banks (which may be one or more of the Banks), each such bank to be acceptable to the Beneficiary and, if there shall at such time be more than one Bank hereunder, reasonably satisfactory to the Majority Banks (determined for this purpose as if such Bank had no Letter of Credit Amount and no Reimbursement Obligation was payable to such Bank hereunder), in each case with the written acknowledgment of the Agent, to assume the obligations of the Bank to be replaced (the "Old Bank(s)") under this Agreement and, if required by the Beneficiary, to issue (together with the other Banks hereto) a letter of credit in the form of the Amended Letter of Credit then outstanding but in an amount equal to acquire the Stated Amount then in effect. If one or more such banks in each case acceptable to the Beneficiary are identified by the Obligors and, if required pursuant to this Clause, approved as being reasonably satisfactory to the Majority Banks (determined as provided above), the Banks shall consent to such assumption and assume all or part issuance pursuant to a written instrument. Upon (i) the execution and delivery of such Affected Bank's Advances instrument by the Obligors, the Banks, and Revolving Commitmentthe Agent, which request may be granted or denied in such Bank's sole discretion; or (ii) designate the return by the Beneficiary of the Amended Letter of Credit, (iii) the execution and delivery to the Beneficiary of a replacement bank or financial institution new letter of credit by the Banks (including the new banks but excluding the Old Banks) and (iv) payment by the new banks (the "Substitute BankSubstitution Banks") to acquire and assume the Old Banks of all or part accrued fees to but excluding the date of such Affected assumption and issuance, each of such Substitution Banks shall become a bank party to this Agreement (if it is not already a party hereto) and shall from the date of such substitution have all the rights and obligations of a Bank with a Letter of Credit Amount and Percentage Share (which, if such Substitution Bank is already a party hereto, shall take into account such Substitution Bank's Advances existing Letter of Credit Amount and Revolving Commitment. Any Percentage Share) and the Old Bank shall from date of such designation substitution be released from its obligations under this Agreement and the Amended Letter of a Substitute Bank under clause (ii) Credit, and no further consent or action by any other Person shall be subject to required; provided that on the prior written consent date of the Administrative Agent such assumption and issuance (which consent x) all amounts payable under Clause 2.3 shall not have been paid in full and (y) no Event of Default shall have occurred and be unreasonably withheld)continuing on such date. In the event of that there is more than one Bank party hereto and the replacement of an Affected entity which is the Agent, in its capacity as a Bank, such Affected Bank agrees is required to assign without recourse transfer all of its rights and obligations hereunder pursuant to this Clause 2.7, the Agent shall, promptly upon the consummation of any assumption pursuant to this Clause 2.7, resign as Agent hereunder and the Majority Banks (determined as if the Bank resigning as Agent had no Letter of Credit Amount and no Reimbursement Obligation was payable to such Bank hereunder) shall (subject to the Substitute Bank upon payment by the Substitute Bank to the Affected Bank consent of the principal amount of such Affected Banks's outstanding Advances and any accrued and unpaid interest thereonObligors), and any other amounts owed have the right to such Affected appoint another Bank and to execute and deliver to the Administrative Agent an assignment and acceptance as successor Agent, all in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of a Substitute Bank shall not affect the Borrower's obligations to such Affected Bank hereunderaccordance with Clause 12.11.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Bank (an "AFFECTED BANK") of a claim for compensation to make Eurocurrency-based Advances has been suspended pursuant to Section 3.01 12.3 or Section 3.03, 12.4 or a notice to the Borrower through the Administrative Agent (ii) any Bank has demanded compensation under Section 3.02(a12.5 (in each case, an "Affected Lender"), unless then Company shall have the Borrower and right, with the Affected Bank have reached an agreement assistance of the Agent, to seek a substitute lender or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: lenders (i) request which may be one or more of the other Banks (the "Purchasing Lender" or "Purchasing Lenders") to acquire purchase the Revolving Credit Note and assume all or part the commitment (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank's Lender. The Affected Lender shall be obligated to sell its Revolving Credit Note and assign its commitment to such Purchasing Lender or Purchasing Lenders 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 sale. In connection with any such sale, and as a condition thereof, Company shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender at least two Business Days prior to such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 12.1 if Company has prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such sale and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank any additional compensation accrued for its account under Section 12.5 to but excluding said date. Upon such sale, the Purchasing Lender or financial institution (Purchasing Lenders shall assume the "Substitute Bank") to acquire Affected Lender's commitment and assume all or part of such the Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) Lender shall be subject released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the prior written Banks, the Affected Lender, as assignor, such Purchasing Lender, as assignee, Company and the Agent, with the subscribed consent of the Administrative Agent (which consent Swing Line Bank shall not enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Lender shall be unreasonably withheld). In a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the event of the replacement of an Affected Bank, such Affected Bank agrees to assign without recourse its rights and obligations hereunder of a Bank with a Percentage equal to its ratable share of the Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment pursuant to this Section 12.8, Company or the Purchasing Lender shall pay to the Substitute Bank upon payment by Agent the Substitute Bank administrative fee for processing such assignment referred to in Section 14.8. Upon the consummation of any sale pursuant to this Section 12.8, the Affected Bank of Lender, the principal amount of such Affected Banks's outstanding Advances and any accrued and unpaid interest thereon, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of Company shall make appropriate arrangements so that, if required, each Purchasing Lender receives a Substitute Bank shall not affect the Borrower's obligations to such Affected Bank hereundernew Revolving Credit Note.

Substitution of Banks. Upon the receipt by the Borrower from If any Affected Bank (an "AFFECTED BANK") of a claim for compensation has given --------------------- Notice pursuant to Section 3.01 2.2 or Section 3.03, or a notice to the Borrower through the Administrative Agent under Section 3.02(a), unless the Borrower and the Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower2.4, the Borrower mayshall, at its election, take one of the following actions: (i) revoke (subject to payment of any amounts required under Section 2.6) any then pending Notice of proposed Borrowing or Conversion and give another Notice for a Borrowing or a Conversion to be made up of, and/or prepay or convert each existing Borrowing made up of Loans subject to such Notice into a Borrowing consisting of, Loans not subject to such increased costs or not claimed to be illegal; (ii) if any Affected Bank has given Notice of increased costs, agree to pay such increased costs, on terms and conditions mutually satisfactory to the Borrower and such Affected Bank; (iii) instruct the Affected Bank to make such Affected Bank's Loan as a Prime Loan, which shall be converted to a Eurodollar Loan at such time as such Notice is no longer applicable; (iv) request one or more of the other non-Affected Banks to acquire and assume take over all or part (but not part) of such Affected Bank's Advances and Revolving CommitmentLoans; provided, which request however, that -------- ------- the non-Affected Banks may be granted or denied in such elect to take over fewer than all of the Affected Bank's sole discretionLoans; or (iiv) designate a replacement bank or financial institution (if and only if the "Substitute Bank") non-Affected Banks have elected to acquire and assume take over less than all or part of such the Affected Bank's Advances and Revolving CommitmentLoans, designate a Replacement Lender or Lenders to take over all of the Loans of the Affected Bank not being taken over by the non-Affected Banks subject, in the case of (v), to the requirement that no Replacement Lender may have a Commitment of less than $5,000,000. Any If one or more non-Affected Banks shall so agree in writing, such designation of a Substitute Bank under clause non-Affected Banks (iipro rata according to their outstanding Loans) shall be subject make Loans to the prior written consent Borrower in an aggregate amount equal to the portion of the Administrative Agent (which consent shall not be unreasonably withheld). In the event outstanding Loans of the replacement Affected Bank being replaced pursuant to this sentence (and in the same admixture of an Prime Loans and Eurodollar Loans as all the outstanding Loans of the Affected Bank) on a date mutually acceptable to such non-Affected Banks and the Borrower. The proceeds of such Loans shall be used to repay the outstanding principal amount of the Loans of the Affected Bank being taken over the non-Affected Banks. If the Borrower designates a Replacement Lender or Lenders in respect of all or a portion of the outstanding Loans of the Affected Bank, such Affected Bank agrees to assign Replacement Lenders shall purchase such Loans or portion, without recourse its rights and obligations hereunder to the Substitute Bank upon payment or warranty by the Substitute Bank to (other than a warranty from the Affected Bank of as to the principal amount of the Loans being purchased), or expense to, such Affected Banks's outstanding Advances and any accrued and unpaid interest thereonBank, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing shall sell such assignment and Loans, for a purchase price equal to the acceptance by outstanding principal amount of the Substitute Bank Loans of such Affected Bank's Bank being purchased. Thereafter, the Commitment of such Affected Bank shall be allocated pro rata among such non-Affected Banks and/or such Replacement Lender(s). Any purchase of Eurodollar Loans by non-Affected Banks or Replacement Lenders shall take place only on the last day of the relevant Eurodollar Interest Period, or as otherwise required by Section 2.4. Upon accomplishment of the foregoing, the Affected Bank shall no longer have any obligations hereunder (except for obligations, if any, accrued before and not discharged as of such accomplishment) and shall no longer constitute a Bank for the purposes of this Agreement. Upon completing any purchase pursuant to this Section 2.5 and upon executing a counterpart of this Agreement, each Replacement Lender shall become a Bank hereunder. The designation of a Substitute Bank Borrower shall not affect the Borrower's obligations provide replacement Notes to such each Replacement Lender and to any non-Affected Bank hereundermaking Loans pursuant to this Section 2.5 to reflect the identity of, and/or the increased or new, respectively, Commitment of, each such non-Affected Bank or Replacement Lender, respectively.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Bank (an "AFFECTED BANK") of a claim for compensation to make Eurocurrency-based Advances has been suspended pursuant to Section 3.01 11.3 or Section 3.03, 11.4 or a notice to the Borrower through the Administrative Agent (ii) any Bank has demanded compensation under Section 3.02(a11.5 (in each case, an "Affected Lender"), unless Company shall have the Borrower and right, with the Affected Bank have reached an agreement assistance of the Agent, to seek a substitute lender or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: lenders (i) request which may be one or more of the other Banks (the "Purchasing Lender" or "Purchasing Lenders") to acquire purchase the Notes and assume all or part the commitment (including without limitation its participations in Letters of Credit) under this Agreement of such Affected Bank's Lender. The Affected Lender shall be obligated to sell its Notes and assign its commitment to such Purchasing Lender or Purchasing Lenders 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 sale. In connection with any such sale, and as a condition thereof, Company shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender at least two Business Days prior to such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 11.1 if Company has prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such sale and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank any additional compensation accrued for its account under Section 11.5 to but excluding said date. Upon such sale, the Purchasing Lender or financial institution (Purchasing Lenders shall assume the "Substitute Bank") to acquire Affected Lender's commitment and assume all or part of such the Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) Lender shall be subject released from its obligations hereunder to the prior written consent a corresponding extent. If any Purchasing Lender is not already one of the Administrative Agent (which consent shall not be unreasonably withheld). In Banks, the event of the replacement of an Affected BankLender, as assignor, such Affected Purchasing Lender, as assignee, Company and the Agent shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Bank agrees party to assign without recourse its this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations hereunder of a Bank with a Percentage equal to its ratable share of the Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment pursuant to this Section 11.8, the Purchasing Lender shall pay to the Substitute Bank upon payment by Agent the Substitute Bank administrative fee for processing such assignment referred to in Section 13.8. Upon the consummation of any sale pursuant to this Section 11.8, the Affected Bank of Lender, the principal amount of such Affected Banks's outstanding Advances and any accrued and unpaid interest thereon, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of Company shall make appropriate arrangements so that, if required, each Purchasing Lender receives a Substitute Bank shall not affect the Borrower's obligations to such Affected Bank hereundernew Notes, as applicable.

Substitution of Banks. Upon the receipt by the Borrower from any Bank (an "AFFECTED BANK") of a claim for If one or more Banks requests compensation pursuant to Section 3.01 2.14 or declares a Eurodollar Event pursuant to Section 3.032.13 or the Borrower is required to deduct United States withholding taxes pursuant to Section 2.11(f) from amounts payable to one or more Banks under the Loan Documents (any such request, declaration or withholding is herein called a “Substitution Event” and any such Bank is herein called an “Affected Bank”) the Borrower may give notice to such Affected Bank (with a copy to the Borrower through the Administrative Agent under Section 3.02(a), unless the Borrower and the Affected Bank have reached an agreement Funds Administrator) that it wishes to seek one or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: more Eligible Assignees (i) request which may be one or more of the other Banks to acquire and assume all or part of such Affected Bank's Advances and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank or financial institution (the "Substitute Bank"Banks) to acquire and assume all or part the Commitment of such Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). In the event of the replacement of an Affected Bank, such Affected Bank agrees to assign without recourse its rights and obligations hereunder to the Substitute Bank upon payment by the Substitute Bank to the Affected Bank of the principal amount of such Affected Banks's outstanding Advances and any accrued and unpaid interest thereon, and any other amounts owed to such Affected Bank and to execute and deliver to purchase the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and Loans of such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank other interests of such Affected Bank's obligations hereunderBank in the Loan Documents (collectively, the “Affected Interests”). The designation Each Affected Bank agrees to sell all of a Substitute Bank shall not affect its Affected Interests pursuant to Section 9.02 to any such Eligible Assignee for an amount equal to the Borrower's obligations to sum of the outstanding unpaid principal of and accrued interest on the Loans of such Affected Bank hereunderand all commitment fees and other fees and amounts due such Affected Bank under the Loan Documents, calculated, in each case, to the date such Affected Interests are purchased, whereupon such Affected Bank shall have no further Commitment or other obligation to the Borrower under the Loan Documents. Notwithstanding the foregoing, the Borrower may not replace any Affected Bank if (a) the Bank or Banks involved in such Substitution Event have aggregate Commitment Percentages in excess of thirty five percent (35%) or (b) the Borrower does not seek to replace each Bank involved in such Substitution Event.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Revolving Credit Bank (an "AFFECTED BANK") of a claim for compensation to make Eurodollar-based Advances has been suspended pursuant to Section 3.01 10.3 or Section 3.0310.4, or a notice to the Borrower through the Administrative Agent (ii) any Bank has demanded compensation under Section 3.02(a10.5 or 10.7 or (iii) has wrongfully failed to fund its percentage of any requested Advance under Section 2.4(c) (in each case, an "Affected Lender"), unless Company shall have the Borrower and right, with the Affected Bank have reached an agreement assistance of the Agent, to seek a substitute lender or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: lenders (i) request which may be one or more of the other Banks (the "Purchasing Lender" or "Purchasing Lenders") to acquire purchase the Notes and assume all or part the commitment under this Agreement of such Affected Bank's Lender. The Affected Lender shall be obligated to sell its Notes and assign its commitment to such Purchasing Lender or Purchasing Lenders 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 sale. In connection with any such sale, and as a condition thereof, Company shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender at least two Business Days prior to such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 10.1 if Company has prepaid the outstanding Eurodollar-based Advances of the Affected Lender on the date of such sale and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank any additional compensation accrued for its account under Section 10.5 or financial institution (10.7 to but excluding said date. Upon such sale, the "Substitute Bank") to acquire Purchasing Lender or Purchasing Lenders shall assume the Affected Lender's commitment and assume all or part of such the Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) Lender shall be released from its obligations hereunder to a corresponding extent. The Affected Lender, as assignor, such Purchasing Lender, as assignee, Company and the Agent, shall enter into an Assignment Agreement pursuant to, and subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld)conditions of, Section 12.8 hereof. In connection with any assignment pursuant to this Section 10.6, Company or the event of the replacement of an Affected Bank, such Affected Bank agrees to assign without recourse its rights and obligations hereunder Purchasing Lender shall pay to the Substitute Bank upon payment by Agent the Substitute Bank to the Affected Bank of the principal amount of such Affected Banks's outstanding Advances and any accrued and unpaid interest thereon, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing administrative fee for processing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of a Substitute Bank shall not affect the Borrower's obligations referred to such Affected Bank hereunderin Section 12.8.

Substitution of Banks. Upon the receipt by the Borrower from (a) If any Bank (an a "AFFECTED BANKSelling Bank") of a claim for compensation gives notice pursuant to Section 3.01 8.2 that it is unlawful or impossible for such Bank to make, maintain or fund its Euro-Dollar Loans or demands compensation under Section 3.038.3 or 8.4, or a notice to Borrower shall have the Borrower through right, with the assistance of the Documentation Agent and the Administrative Agent under Section 3.02(a)Agent, unless the Borrower and the Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: (i) request seek one or more banks or other institutions (collectively, the "Purchasing Banks") willing to purchase the outstanding Loans of the other Banks Selling Bank and its participation in any outstanding Letters of Credit and to acquire and assume all or part of such Affected the Selling Bank's Advances Commitment and Revolving Commitment, which request may be granted or denied its participation in any outstanding Letters of Credit on the terms specified in this Section 8.6; provided that any such Bank's sole discretion; or (ii) designate purchase and assumption by a replacement bank or financial institution (the "Substitute Bank") to acquire and assume all or part of such Affected Bank's Advances and Revolving Commitment. Any such designation of Purchasing Bank that is not already a Substitute Bank under clause (ii) shall be subject to the prior written consent of the Administrative Agent and each Fronting Bank (which consent consents shall not be unreasonably withheld). In the event The Selling Bank shall be obligated to sell its outstanding Loans and its participation in any outstanding Letters of Credit to such Purchasing Bank or Banks (which may include one or more of the replacement Banks) within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof plus unpaid interest accrued thereon up to but excluding the date of an Affected sale. (b) In connection with any such sale, and as a condition thereof, Borrower shall pay to the Selling Bank all facility 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 two (2) Domestic Business Days prior to such sale, (i) the amount of any compensation which would be due to the Selling Bank under Section 2.13 if Borrower had prepaid the outstanding Euro- Dollar Loans of the Selling Bank on the date of such sale and (ii) any additional compensation accrued for its account under Section 2.13 to but excluding said date. (c) Upon any such sale, the Purchasing Bank or Banks shall assume the Selling Bank's Commitment and its participation in any outstanding Letters of Credit, such Affected and the Selling Bank agrees to assign without recourse shall be released from its rights and obligations hereunder to the Substitute Bank upon payment by the Substitute Bank to the Affected Bank of the principal amount of a corresponding extent. The Selling Bank, as assignor, such Affected Banks's outstanding Advances and any accrued and unpaid interest thereonPurchasing Bank, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to as assignee, the Administrative Agent and such Affected each Fronting Bank evidencing such shall enter into an appropriate assignment and assumption agreement, whereupon (x) if such Purchasing Bank is already one of the acceptance Banks, its Commitment shall be increased by an amount equal to its ratable share of the Substitute Bank of such Affected Selling Bank's obligations hereunderCommitment and its participations in the outstanding Letters of Credit shall be increased by its ratable share of the Selling Bank's (d) Upon the consummation of any sale pursuant to this Section 8.6, the Selling Bank, the Administrative Agent and Borrower shall make appropriate arrangements so that, if required, each Purchasing Bank receives new Notes complying with the provisions of Section 2.5 hereof. The designation of a Substitute Bank shall not affect the Borrower's obligations to such Affected Bank hereunder.ARTICLE IX

Substitution of Banks. Upon the receipt by the Borrower from (a) Within thirty (30) days after any Bank has been unable, for any reason, to fund any Loan requested in accordance with the terms hereof (and to which the Company is entitled under the terms hereof) (such Bank is hereinafter referred to as an "AFFECTED BANKAffected Bank") of a claim for compensation pursuant to Section 3.01 or Section 3.03, or a notice to the Borrower through the Administrative Agent under Section 3.02(a), unless the Borrower and Company may request the non-Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: (i) request one or more of the other Banks to acquire and assume all or part any portion of such Affected Bank's Advances and Revolving Commitment, which request may be granted to assume all or denied in such portion of such Affected Bank's sole discretion; Commitments. The non-Affected Banks may elect to acquire less than, or none of, the amount of such Affected Bank's outstanding Advances and to assume less than, or none of, the amount of the Affected Bank's Commitments that the Company requested be acquired and be assumed. If the non- Affected Banks do not elect to acquire or assume all of such Affected Bank's outstanding Advances and Commitments, and with the written consent (iisuch consent not to be unreasonably withheld) of non-Affected Banks constituting the Majority Banks, the Company may designate a replacement bank lender or financial institution (the "Substitute Bank") lenders to acquire and assume all or part any portion of the Advances and Commitment of the Affected Bank not being acquired and assumed by the non-Affected Banks, subject to the requirement that no such replacement lender may have a Revolver A Commitment and Revolver B Commitment which in the aggregate are less than $5,000,000. (b) If one or more non-Affected Banks shall so agree in writing or if the Company designates a replacement lender or lenders in respect of all or a portion of the outstanding Advances of the Affected Bank, such non-Affected Bank or Banks and/or such replacement lender or lenders shall purchase such Advances or portion, without recourse to or warranty by (other than a warranty from the Affected Bank as to the principal amount of the Advances being purchased), or expense to, such Affected Bank, and such Affected Bank shall sell such Advances, for a purchase price equal to the outstanding principal amount of the Advances of such Affected Bank, in each case in such proportions as the non-Affected Banks, the replacement lenders and the Company shall agree, in the same mixture of the Eurodollar Loans, Domestic Loans and Bid Auction Advances as all the outstanding Advances of the Affected Bank, and on a date mutually acceptable to the parties. Such Affected Bank's Advances Revolver A Commitment and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) Revolver B Commitment shall be subject allocated among such non- Affected Banks and/or such replacement lender or lenders in proportion to their acquisition of the Affected Bank's Advances. All interest on and all other fees payable on (including, without limitation, any payment or indemnification due under Section 1.17) Advances being acquired by the non- Affected Banks and any replacement lender or lenders accrued as of the date of such acquisition shall be paid by the Company to the prior written consent Affected Bank on the date of the Administrative Agent such acquisition. (which consent shall not be unreasonably withheld). In the event of the replacement c) If all of an Affected Bank, such 's outstanding Revolver A Commitment and Revolver B Commitment are acquired and assumed by a non- Affected Bank agrees to assign without recourse its rights and obligations hereunder to the Substitute Bank upon payment by the Substitute Bank to or a replacement bank, the Affected Bank shall be considered to be released from its obligations related to such assumed Commitments and shall no longer constitute a Bank for the purposes of this Agreement. (d) Upon completing any purchase pursuant to this Section 8.12 and upon executing a counterpart of this Agreement, each replacement lender shall become a Bank hereunder. (e) If the non-Affected Banks and any replacement lender(s) are only willing to acquire less than all of the principal amount of such Affected BanksBank's outstanding Advances, the Revolver A Commitment and Revolver B Commitment of the Affected Bank shall not terminate, but shall be reduced in an amount proportionate to the percentage of its Advances of the respective Tranche being acquired and the Affected Bank shall continue to be a Bank hereunder with a reduced Revolver A Commitment and Revolver B Commitment. (f) The Company shall have no obligation to seek a replacement lender or take any accrued and unpaid interest thereonother action under this Section, and any other amounts owed to such failure on the part of an Affected Bank and to execute and deliver fund any Advances, unless otherwise excused hereunder, shall be deemed to be a breach of this Agreement on the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank part of such Affected Bank's obligations hereunder. The designation of a Substitute Bank shall not affect the Borrower's obligations to such Affected Bank hereunder.

Substitution of Banks. Upon the receipt by the Borrower from (a) Within thirty (30) days after any Bank has been unable, for any reason, to fund any Loan requested in accordance with the terms hereof (and to which the Company is entitled under the terms hereof) (such Bank is hereinafter referred to as an "AFFECTED BANK"“Affected Bank”), the Company may request the non-Affected Banks to acquire all or any portion of such Affected Bank’s Advances and to assume all or such portion of such Affected Bank’s Commitments. The non-Affected Banks may elect to acquire less than, or none of, the amount of such Affected Bank’s outstanding Advances and to assume less than, or none of, the amount of the Affected Bank’s Commitments that the Company requested be acquired and be assumed. If the non-Affected Banks do not elect to acquire or assume all of such Affected Bank’s outstanding Advances and Commitments, and with the written consent (such consent not to be unreasonably withheld) of a claim for compensation pursuant to Section 3.01 or Section 3.03, or a notice to non-Affected Banks constituting the Borrower through the Administrative Agent under Section 3.02(a), unless the Borrower and the Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the BorrowerMajority Banks, the Borrower may: (i) request one Company may designate a replacement lender or more of the other Banks lenders to acquire and assume all or part any portion of the Advances and Commitment of the Affected Bank not being acquired and assumed by the non-Affected Banks, subject to the requirement that no such replacement lender may have a Commitment which is less than $5,000,000. NYDOCS/1204419.6 (b) If one or more non-Affected Banks shall so agree in writing or if the Company designates a replacement lender or lenders in respect of all or a portion of the outstanding Advances of the Affected Bank, such non-Affected Bank or Banks and/or such replacement lender or lenders shall purchase such Advances or portion, without recourse to or warranty by (other than a warranty from the Affected Bank as to the principal amount of the Advances being purchased), or expense to, such Affected Bank, and such Affected Bank shall sell such Advances, for a purchase price equal to the outstanding principal amount of the Advances of such Affected Bank's Advances and Revolving Commitment, which request may be granted or denied in each case in such proportions as the non-Affected Banks, the replacement lenders and the Company shall agree, in the same mixture of the Eurocurrency Rate Loans, Base Rate Loans as all the outstanding Advances of the Affected Bank's sole discretion; , and on a date mutually acceptable to the parties. Such Affected Bank’s Commitment shall be allocated among such non-Affected Banks and/or such replacement lender or lenders in proportion to their acquisition of the Affected Bank’s Advances. All interest on and all other fees payable on (iiincluding, without limitation, any payment or indemnification due under Section 1.18) designate a Advances being acquired by the non-Affected Banks and any replacement bank lender or financial institution (lenders accrued as of the "Substitute Bank") to acquire and assume all or part date of such Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) acquisition shall be subject paid by the Company to the prior written consent Affected Bank on the date of the Administrative Agent such acquisition. (which consent shall not be unreasonably withheld). In the event of the replacement c) If all of an Affected Bank, such ’s outstanding Commitment is acquired and assumed by a non- Affected Bank agrees to assign without recourse its rights and obligations hereunder to the Substitute Bank upon payment by the Substitute Bank to or a replacement bank, the Affected Bank shall be considered to be released from its obligations related to such assumed Commitments and shall no longer constitute a Bank for the purposes of this Agreement. (d) Upon completing any purchase pursuant to this Section 8.11 and upon executing a counterpart of this Agreement, each replacement lender shall become a Bank hereunder. (e) If the non-Affected Banks and any replacement lender(s) are only willing to acquire less than all of the principal Affected Bank’s outstanding Advances, the Commitment of the Affected Bank shall not terminate, but shall be reduced in an amount proportionate to the percentage of such Affected Banks's outstanding its Advances and the Affected Bank shall continue to be a Bank hereunder with a reduced Commitment. (f) The Company shall have no obligation to seek a replacement lender or take any accrued and unpaid interest thereonother action under this Section, and any other amounts owed to such failure on the part of an Affected Bank and to execute and deliver fund any Advances, unless otherwise excused hereunder, shall be deemed to be a breach of this Agreement on the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank part of such Affected Bank's obligations hereunder. The designation of a Substitute Bank shall not affect the Borrower's obligations to such Affected Bank hereunder.

Substitution of Banks. Upon the receipt by the Borrower from (a) Within thirty (30) days after any Bank has been unable, for any reason, to fund any Loan requested in accordance with the terms hereof (and to which the Company is entitled under the terms hereof) (such Bank is hereinafter referred to as an "AFFECTED BANKAffected Bank") of a claim for compensation pursuant to Section 3.01 or Section 3.03, or a notice to the Borrower through the Administrative Agent under Section 3.02(a), unless the Borrower and Company may request the non-Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: (i) request one or more of the other Banks to acquire and assume all or part any portion of such Affected Bank's Advances and Revolving to assume all or such portion of such Affected Bank's Commitment. The non-Affected Banks may elect to acquire less than, or none of, the amount of such Affected Bank's outstanding Advances and to assume less than, or none of, the amount of the Affected Bank's Commitment that the Company requested be acquired and be assumed. If the non-Affected Banks do not elect to acquire or assume all of such Affected Bank's outstanding Advances and Commitment, which request and with the written consent (such consent not to be unreasonably withheld) of non-Affected Banks constituting the Majority Banks, the Company may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank lender or financial institution (the "Substitute Bank") lenders to acquire and assume all or part any portion of the Advances and Commitment of the Affected Bank not being acquired and assumed by the non-Affected Banks, subject to the requirement that no such replacement lender may have a Commitment of less than $5,000,000. Page 50 (b) If one or more non-Affected Banks shall so agree in writing or if the Company designates a replacement lender or lenders in respect of all or a portion of the outstanding Advances of the Affected Bank, such non-Affected Bank or Banks and/or such replacement lender or lenders shall purchase such Advances or portion, without recourse to or warranty by (other than a warranty from the Affected Bank as to the principal amount of the Advances being purchased), or expense to, such Affected Bank, and such Affected Bank shall sell such Advances, for a purchase price equal to the outstanding principal amount of the Advances of such Affected Bank, in each case in such proportions as the non-Affected Banks, the replacement lenders and the Company shall agree, in the same mixture of the Eurodollar Loans, Domestic Loans and Bid Auction Advances as all the outstanding Advances of the Affected Bank, and on a date mutually acceptable to the parties. Such Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) Commitment shall be subject allocated among such non-Affected Banks and/or such replacement lender or lenders in proportion to their acquisition of the Affected Bank's Advances. All interest on and all other fees payable on (including, without limitation, any payment or indemnification due under Section 1.15) Advances being acquired by the non-Affected Banks and any replacement lender or lenders accrued as of the date of such acquisition shall be paid by the Company to the prior written consent Affected Bank on the date of the Administrative Agent such acquisition. (which consent shall not be unreasonably withheld). In the event of the replacement c) If all of an Affected Bank, such 's outstanding Commitment is acquired and assumed by a non-Affected Bank agrees to assign without recourse its rights and obligations hereunder to the Substitute Bank upon payment by the Substitute Bank to or a replacement bank, the Affected Bank shall be considered to be released from its obligations related to the assumed Commitment and shall no longer constitute a Bank for the purposes of this Agreement. (d) Upon completing any purchase pursuant to this Section 8.12 and upon executing a counterpart of this Agreement, each replacement lender shall become a Bank hereunder. (e) If the non-Affected Banks and any replacement lender(s) are only willing to acquire less than all of the principal amount of such Affected Banks's outstanding Advances and any accrued and unpaid interest thereon, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunder. The designation outstanding Advances, the Commitment of a Substitute the Affected Bank shall not affect terminate, but shall be reduced in an amount proportionate to the Borrower's obligations to such percentage of its Advances being acquired and the Affected Bank hereundershall continue to be a Bank hereunder with a reduced Commitment.

Substitution of Banks. Upon the receipt by the Borrower from If any Affected Bank (an "AFFECTED BANK") of a claim for compensation has given --------------------- Notice pursuant to Section 3.01 2.2 or Section 3.03, or a notice to the Borrower through the Administrative Agent under Section 3.02(a), unless the Borrower and the Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower2.4, the Borrower mayBorrowers shall, at their election, take one of the following actions: (i) revoke (subject to payment of any amounts required under Section 2.6) any then pending Notice of proposed Borrowing or Conversion and give another Notice for a Borrowing or a Conversion to be made up of, and/or prepay or convert each existing Borrowing made up of Loans subject to such Notice into a Borrowing consisting of, Loans not subject to such increased costs or not claimed to be illegal; (ii) if any Affected Bank has given Notice of increased costs, agree to pay such increased costs, on terms and conditions mutually satisfactory to the Borrowers and such Affected Bank; (iii) instruct the Affected Bank to make such Affected Bank's Loan as a Prime Loan or a CD Loan, which shall be converted to a Eurodollar Loan at such time as such Notice is no longer applicable; (iv) request one or more of the other non-Affected Banks to acquire and assume take over all or part (but not part) of such Affected Bank's Advances and Revolving CommitmentLoans; provided, which request -------- however, that the non-Affected Banks may be granted or denied in such elect to take over fewer than all of ------- the Affected Bank's sole discretionLoans; or (iiv) designate a replacement bank or financial institution (if and only if the "Substitute Bank") non-Affected Banks have elected to acquire and assume take over less than all or part of such the Affected Bank's Advances and Revolving CommitmentLoans, designate a Replacement Lender or Lenders to take over all of the Loans of the Affected Bank not being taken over by the non-Affected Banks subject, in the case of (v), to the requirement that no Replacement Lender may have a Commitment of less than $5,000,000. Any If one or more non-Affected Banks shall so agree in writing, such designation of a Substitute Bank under clause non-Affected Banks (iipro rata according to their outstanding Loans) shall be subject make Loans to the prior written consent Borrowers in an aggregate amount equal to the portion of the Administrative Agent (which consent shall not be unreasonably withheld). In the event out- standing Loans of the replacement Affected Bank being replaced pursuant to this sentence (and in the same admixture of an Prime Loans, CD Loans and Eurodollar Loans as all the outstanding Loans of the Affected Bank) on a date mutually acceptable to such non-Affected Banks and the Borrowers. The proceeds of such Loans shall be used to repay the outstanding principal amount of the Loans of the Affected Bank being taken over the non-Affected Banks. If the Borrowers designate a Replacement Lender or Lenders in respect of all or a portion of the outstanding Loans of the Affected Bank, such Affected Bank agrees to assign Replacement Lenders shall purchase such Loans or portion, without recourse its rights and obligations hereunder to the Substitute Bank upon payment or warranty by the Substitute Bank to (other than a warranty from the Affected Bank of as to the principal amount of the Loans being purchased), or expense to, such Affected Banks's outstanding Advances and any accrued and unpaid interest thereonBank, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing shall sell such assignment and Loans, for a purchase price equal to the acceptance by outstanding principal amount of the Substitute Bank Loans of such Affected Bank's Bank being purchased. Thereafter, the Commitment of such Affected Bank shall be allocated pro rata among such non-Affected Banks and/or such Replacement Lender(s). Any purchase of CD Loans or Eurodollar Loans by non-Affected Banks or Replacement Lenders shall take place only on the last day of the relevant CD Interest Period or Eurodollar Interest Period (except, in the case of Eurodollar Loans, as otherwise required by Section 2.4). Upon accomplishment of the foregoing, the Affected Bank shall no longer have any obligations hereunder (except for obligations, if any, accrued before and not discharged as of such accomplishment) and shall no longer constitute a Bank for the purposes of this Agreement. Upon completing any purchase pursuant to this Section 2.5 and upon executing a counterpart of this Agreement, each Replacement Lender shall become a Bank hereunder. The designation of a Substitute Bank Borrowers shall not affect the Borrower's obligations provide replacement Notes to such each Replacement Lender and to any non-Affected Bank hereundermaking Loans pursuant to this Section 2.5 to reflect the identity of, and/or the increased or new, respectively, Commitment of, each such non-Affected Bank or Replacement Lender, respectively.

Substitution of Banks. Upon (a) the receipt by the Borrower Company from any Bank (an "AFFECTED BANK") of a claim for compensation under, or notice from any Bank of a circumstance described in, Section 3.1, Section 3.2, Section 3.3, or (b) any Bank being downgraded so that it no longer satisfies the Rating Qualification, or (c) any Bank electing not to extend the Scheduled Termination Date before the date 50 days before such Scheduled Termination Date pursuant to Section 3.01 2.13 after a request to do so by the Company or Section 3.03the Trustee pursuant to that Section, or (d) a notice Bank becoming a Defaulting Bank (a Bank described in any of the foregoing clauses (a) through (d) being referred to the Borrower through the Administrative Agent under Section 3.02(aas an "Affected Bank"), unless the Borrower and the Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower Company may: (i) except in the case of an Affected Bank described in clause (c) above, request the Affected Bank to use its best efforts to obtain an Eligible Assignee (which, in the case of a substitution as a result of a claim or circumstance referred to in clause (a) above, would not following such substitution subject the Company or be subject to similar claims or circumstances) to acquire and assume all or a ratable part of all of such Affected Bank's Advances and Commitment; (ii) request one or more of the other Banks to acquire and assume all or a ratable part of such Affected Bank's Advances and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (iiiii) designate a replacement bank or financial institution (the "Substitute Bank") an Eligible Assignee to acquire and assume all or a ratable part of such Affected Bank's Advances and Revolving CommitmentCommitment (any Bank or Eligible Assignee making an acquisition and assumption pursuant to clause (i), (ii), or (iii) above being referred to as a "Replacement Bank"). Any such designation of a Substitute Replacement Bank under clause (iii) or (iii) shall be subject to the prior written consent of the Administrative Agent (Agent, which consent shall not be unreasonably withheld). In the event of the replacement of an Affected Bank, such Affected Bank agrees to assign without recourse its rights and obligations hereunder hereunder, including its Commitment and Advances, to a Replacement Bank selected in accordance with the Substitute Bank foregoing upon payment by the Substitute Replacement Bank to such Bank of the Principal Amount of the Affected Bank's Advances (with any accrued but unpaid interest thereon and any accrued but unpaid commitment fee under Section 2.8 to be payable to the Affected Bank of as provided in the principal amount of Assignment and Acceptance), to effect each such Affected Banks's outstanding Advances and any accrued and unpaid interest thereonassignment in accordance with, and any subject to the terms and conditions of, Section 10.8, and to take all other action reasonably necessary to permit a Replacement Bank to succeed to its rights and obligations hereunder; provided, however, that the Company shall be liable for the payment upon demand, but subject to Section 2.10(d), of all costs and other amounts owed to such Affected Bank and to execute and deliver to arising under Section 3.4 that result from the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank acquisition of such any Affected Bank's obligations hereunder. The designation LIBOR Advances (or any portion thereof) by a Bank or a Replacement Bank on a date other than the last day of a Substitute Bank shall not affect the Borrower's obligations to such Affected Bank hereunderapplicable Interest Period therefor.

Substitution of Banks. Upon the receipt by the Borrower from (a) If any Bank (an a "AFFECTED BANKSelling --------------------- Bank") of a claim for compensation gives notice pursuant to Section 3.01 8.2 that it is unlawful or impossible for such Bank to make, maintain or fund its Euro-Dollar Loans or demands compensation under Section 3.038.3 or 8.4, or a notice to Borrower shall have the Borrower through right, with the assistance of the Documentation Agent and the Administrative Agent under Section 3.02(a)Agent, unless the Borrower and the Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: (i) request seek 108 one or more banks or other institutions (collectively, the "Purchasing Banks") willing to purchase the outstanding Loans of the other Banks Selling Bank and its participation in any outstanding Letters of Credit and to acquire and assume all or part of such Affected the Selling Bank's Advances Commitment and Revolving Commitment, which request may be granted or denied its participation in any outstanding Letters of Credit on the terms specified in this Section 8.6; provided that any such Bank's sole discretion; or (ii) designate purchase and -------- assumption by a replacement bank or financial institution (the "Substitute Bank") to acquire and assume all or part of such Affected Bank's Advances and Revolving Commitment. Any such designation of Purchasing Bank that is not already a Substitute Bank under clause (ii) shall be subject to the prior written consent of the Administrative Agent and each Fronting Bank (which consent consents shall not be unreasonably withheld). In the event The Selling Bank shall be obligated to sell its outstanding Loans and its participation in any outstanding Letters of Credit to such Purchasing Bank or Banks (which may include one or more of the replacement Banks) within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof plus unpaid interest accrued thereon up to but excluding the date of an Affected sale. (b) In connection with any such sale, and as a condition thereof, Borrower shall pay to the Selling Bank all facility 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 two (2) Domestic Business Days prior to such sale, (i) the amount of any compensation which would be due to the Selling Bank under Section 2.13 if Borrower had prepaid the outstanding Euro- Dollar Loans of the Selling Bank on the date of such sale and (ii) any additional compensation accrued for its account under Section 2.13 to but excluding said date. (c) Upon any such sale, the Purchasing Bank or Banks shall assume the Selling Bank's Commitment and its participation in any outstanding Letters of Credit, such Affected and the Selling Bank agrees to assign without recourse shall be released from its rights and obligations hereunder to the Substitute Bank upon payment by the Substitute Bank to the Affected Bank of the principal amount of a corresponding extent. The Selling Bank, as assignor, such Affected Banks's outstanding Advances and any accrued and unpaid interest thereonPurchasing Bank, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to as assignee, the Administrative Agent and such Affected each Fronting Bank evidencing such shall enter into an appropriate assignment and assumption agreement, whereupon (x) if such Purchasing Bank is already one of the acceptance Banks, its Commitment shall be increased by an amount equal to its ratable share of the Substitute Bank of such Affected Selling Bank's Commitment and its participations in the outstanding Letters of Credit shall be increased by its ratable share 109 of the Selling Bank's participations therein or (y) if such Purchasing Bank is not already one of the Banks, it shall become a Bank party to this Agreement, shall be deemed to be an Assignee hereunder and shall have all the rights and obligations hereunder. The designation of a Substitute Bank with a Commitment equal to its ratable share of the Selling Bank's Commitment and with a participation in the outstanding Letters of Credit equal to its ratable share of the Selling Bank's participation in such Letters of Credit. (d) Upon the consummation of any sale pursuant to this Section 8.6, the Selling Bank, the Administrative Agent and Borrower shall not affect make appropriate arrangements so that, if required, each Purchasing Bank receives new Notes complying with the Borrower's obligations to such Affected Bank hereunderprovisions of Section 2.5 hereof.

Substitution of Banks. Upon If (a) the receipt by the Borrower from obligation of any Bank (an "AFFECTED BANK") of a claim for compensation to make Eurocurrency-based Advances has been suspended pursuant to Section 3.01 11.3, 11.4 or Section 3.03, 11.6 or a notice to the Borrower through the Administrative Agent (b) any Bank has demanded compensation under Section 3.02(a3.4(c), unless 11.1 or 11.5 (in each case, an "Affected Bank"), then the Borrower and Company shall have the Affected right (subject to Section 13.8 hereof), with the assistance of the Agent, to seek a substitute Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: Banks (i) request which may be one or more of the Banks (the "Purchasing Bank" or "Purchasing Banks")) to purchase the Advances of the Revolving Credit and other Banks Indebtedness payable to acquire such Bank and assume all or part the commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank's Advances and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank or financial institution (the "Substitute Bank") to acquire and assume all or part of such . The Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) shall be subject obligated to sell its Advances of the Revolving Credit and other Indebtedness payable to such Bank 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 prior written consent outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the Administrative Agent (which consent shall not be unreasonably withheld)sale. In the event of the replacement of an Affected Bankconnection with any such sale, such Affected Bank agrees to assign without recourse its rights and obligations hereunder to the Substitute Bank upon payment by the Substitute Bank as a condition thereof, Company 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 within ten Business Days after such sale, (i) the amount of any compensation which would be due to the Affected Bank under Section 11.1 if the Company has prepaid the outstanding Eurocurrency-based Advances of the principal amount Affected Bank on the date of such Affected Banks's outstanding Advances sale and (ii) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and unpaid interest thereon11.6 to but excluding said date. Upon such sale, and any other amounts owed to such Affected the Purchasing Bank and to execute and deliver to or Purchasing Banks shall assume the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected Bank's commitment, and the Affected Bank shall be released from its obligations hereunderthereafter arising hereunder to a corresponding extent. The designation If any Purchasing Bank is not already one of the 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 obligations of a Substitute 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, the Company or the Purchasing Bank shall not affect pay to the Borrower's obligations Agent the administrative fee for processing such assignment referred to such Affected Bank hereunderin Section 13.8.

Substitution of Banks. Upon the receipt by the Borrower Borrowers from any Bank (an "AFFECTED BANK") of a claim for compensation pursuant to Section 3.01 or Section 3.03, or a notice to the Borrower Borrowers through the Administrative Agent under Section 3.02(a), unless the Borrower Borrowers and the Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the BorrowerBorrowers, the Borrower Borrowers may: (i) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Advances and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank or financial institution (the "Substitute Bank") to acquire and assume all or part of such Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). In the event of the replacement of an Affected Bank, such Affected Bank agrees to assign without recourse its rights and obligations hereunder to the Substitute Bank upon payment by the Substitute Bank to the Affected Bank of the principal amount of such Affected Banks's -------------------------------------------------------------------------------- Page 45 -------------------------------------------------------------------------------- outstanding Advances and any accrued and unpaid interest thereon, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of a Substitute Bank shall not affect the Borrower's Borrowers' obligations to such Affected Bank hereunder.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Bank (an "AFFECTED BANK") of a claim for compensation to make Eurocurrency-based Advances has been suspended pursuant to Section 3.01 12.3 or Section 3.03, or a notice to the Borrower through the Administrative Agent 12.4 (ii) any Bank has demanded compensation under Section 3.02(a12.5, 12.7 or 3.4(b) or (iii) has wrongfully failed to fund its percentage of any requested Advance under Section 2.4(c) or Section 3.6, (in each case, an "Affected Lender"), unless Borrowers shall have the Borrower and right, with the Affected Bank have reached an agreement assistance of the Agent, to seek a substitute lender or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: lenders (i) request which may be one or more of the other Banks (the "Purchasing Lender" or "Purchasing Lenders") to acquire purchase the Notes and assume all or part the commitment (including without limitation its participations in Letters of Credit) under this Agreement of such Affected Bank's Lender. The Affected Lender shall be obligated to sell its Notes and assign its commitment to such Purchasing Lender or Purchasing Lenders within fifteen days after receiving notice from Borrowers 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 sale. In connection with any such sale, and as a condition thereof, Borrowers shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender at least two Business Days prior to such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 12.1 if Borrowers have prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such sale and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank any additional compensation accrued for its account under Section 12.5, 12.7 or financial institution (the "Substitute Bank"3.4(b) to acquire but excluding said date. Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lender's commitment and assume all or part of such the Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) Lender shall be subject released from its obligations hereunder to the prior written consent a corresponding extent. If any Purchasing Lender is not already one of the Administrative Agent (which consent shall not be unreasonably withheld). In Banks, the event of the replacement of an Affected BankLender, as assignor, such Affected Purchasing Lender, as assignee, Borrowers and the Agent, shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Lender shall be a Bank agrees party to assign without recourse its this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations hereunder of a Bank with a Percentage equal to its ratable share of the Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment pursuant to this Section 12.8, Borrowers or the Purchasing Lender shall pay to the Substitute Bank upon payment by Agent the Substitute Bank administrative fee for processing such assignment referred to in Section 14.8. Upon the consummation of any sale pursuant to this Section 12.8, the Affected Bank of Lender, the principal amount of such Affected Banks's outstanding Advances and any accrued and unpaid interest thereon, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of a Substitute Bank Borrowers shall not affect the Borrower's obligations to such Affected Bank hereundermake appropriate arrangements so that, if required, each Purchasing Lender receives new Notes, as applicable.

Substitution of Banks. Upon If (a) the receipt by the Borrower from obligation of any Bank (an "AFFECTED BANK") of a claim for compensation to make Eurocurrency-based Advances has been suspended pursuant to Section 3.01 12.3 or Section 3.03, 12.4 or a notice to the Borrower through the Administrative Agent (b) any Bank has demanded compensation under Section 3.02(a3.4(c), unless 12.5 or 12.6 or has defaulted in its obligation to make Advances under Article 2 (in each case, an "Affected Bank"), then the Borrower and Borrowers shall have the Affected right (subject to Section 14.8 hereof), with the assistance of the Agent, to seek a substitute Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: Banks (i) request which may be one or more of the other Banks (the "Purchasing Bank" or "Purchasing Banks") to acquire purchase the Advances of the Revolving Credit and assume all or part the commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank's Advances and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank or financial institution (the "Substitute Bank") to acquire and assume all or part of such . The Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) shall be subject obligated to sell its Advances of the Revolving Credit, and assign its commitments to such Purchasing Bank or Purchasing Banks within fifteen days after receiving notice from Borrowers requiring it to do so, at an aggregate price equal to the prior written consent outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the Administrative Agent (which consent shall not be unreasonably withheld)sale. In the event of the replacement of an Affected Bankconnection with any such sale, such Affected Bank agrees to assign without recourse its rights and obligations hereunder to the Substitute Bank upon payment by the Substitute Bank 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 within ten Business Days after such sale, (i) the amount of any compensation which would be due to the Affected Bank under Section 12.1 if the applicable Borrower has prepaid the outstanding Eurocurrency-based Advances of the principal amount Affected Bank on the date of such Affected Banks's outstanding Advances sale and (ii) any additional compensation accrued for its account under Sections 3.4(c), 12.5 and unpaid interest thereon12.6 to but excluding said date. Upon such sale, and any other amounts owed to such Affected the Purchasing Bank and to execute and deliver to or Purchasing Banks shall assume the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected Bank's commitment, and the Affected Bank shall be released from its obligations hereunderhereunder to a corresponding extent. The designation If any Purchasing Bank is not already one of the Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrowers 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 obligations of a Substitute Bank with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment of the Affected Bank. In connection with any assignment pursuant to this Section 12.7, the Borrowers or the Purchasing Bank shall not affect pay to the Borrower's obligations Agent the administrative fee for processing such assignment referred to such Affected Bank hereunderin Section 14.8.

Substitution of Banks. Upon If (a) the receipt by the Borrower from obligation of any Bank (an "AFFECTED BANK") of a claim for compensation to make Eurocurrency-based Advances has been suspended pursuant to Section 3.01 11.3 or 11.4 or (b) any Bank has demanded compensation under Section 3.033.4(c), 11.1, 11.5 or a notice 11.6, (in each case, an "Affected Bank"), then the Company shall have the right (subject to Section 13.8 hereof), with the Borrower through assistance of the Administrative Agent under Section 3.02(a)Agent, unless the Borrower and the Affected to seek a substitute Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: Banks (i) request which may be one or more of the other Banks (the "Purchasing Bank" or "Purchasing Banks") to acquire purchase the Advances of the Revolving Credit and/or Swing Line and assume all or part the commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank's Advances and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank or financial institution (the "Substitute Bank") to acquire and assume all or part of such . The Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) shall be subject 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, at an aggregate price equal to the prior written consent outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the Administrative Agent (which consent shall not be unreasonably withheld)sale. In the event of the replacement of an Affected Bankconnection with any such sale, such Affected Bank agrees to assign without recourse its rights and obligations hereunder to the Substitute Bank upon payment by the Substitute Bank as a condition thereof, Company 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 within ten Business Days after such sale, (i) the amount of any compensation which would be due to the Affected Bank under Section 11.1 if the Company had prepaid the outstanding Eurocurrency-based Advances of the principal amount 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 sale, the Purchasing Bank or Purchasing Banks shall assume the Affected BanksBank's outstanding Advances and any accrued and unpaid interest thereoncommitment, and any other amounts owed to such the Affected Bank shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Bank is not already one of the Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, Company and the Administrative Agent, shall enter into an Assignment Agreement pursuant to execute 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 deliver shall have all the rights and obligations 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, the Company or the Purchasing Bank shall pay to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing administrative fee for processing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of a Substitute Bank shall not affect the Borrower's obligations referred to such Affected Bank hereunderin Section 13.8.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Revolving Credit Bank (an "AFFECTED BANK") of a claim for compensation to make Eurodollar-based Advances has been suspended pursuant to Section 3.01 10.3 or Section 3.0310.4, or a notice to the Borrower through the Administrative Agent (ii) any Bank has demanded compensation under Section 3.02(a10.5 or 10.7 or (iii) has wrongfully failed to fund its percentage of any requested Advance under Section 2.4(c) (in each case, an "Affected Lender"), unless Company shall have the Borrower and right, with the Affected Bank have reached an agreement assistance of the Agent, to seek a substitute lender or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: lenders (i) request which may be one or more of the other Banks (the "Purchasing Lender" or "Purchasing Lenders") to acquire purchase the Notes and assume all or part the commitment (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank's Lender. The Affected Lender shall be obligated to sell its Notes and assign its commitment to such Purchasing Lender or Purchasing Lenders 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 sale. In connection with any such sale, and as a condition thereof, Company shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender at least two Business Days prior to such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 10.1 if Company has prepaid the outstanding Eurodollar-based Advances of the Affected Lender on the date of such sale and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank any additional compensation accrued for its account under Section 10.5 or financial institution (10.7 to but excluding said date. Upon such sale, the "Substitute Bank") to acquire Purchasing Lender or Purchasing Lenders shall assume the Affected Lender's commitment and assume all or part of such the Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) Lender shall be released from its obligations hereunder to a corresponding extent. The Affected Lender, as assignor, such Purchasing Lender, as assignee, Company and the Agent, shall enter into an Assignment Agreement pursuant to, and subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld)conditions of, Section 12.8 hereof. In connection with any assignment pursuant to this Section 10.6, Company or the event of the replacement of an Affected Bank, such Affected Bank agrees to assign without recourse its rights and obligations hereunder Purchasing Lender shall pay to the Substitute Bank upon payment by Agent the Substitute Bank to the Affected Bank of the principal amount of such Affected Banks's outstanding Advances and any accrued and unpaid interest thereon, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing administrative fee for processing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of a Substitute Bank shall not affect the Borrower's obligations referred to such Affected Bank hereunderin Section 12.8.

Substitution of Banks. Upon the receipt by the Borrower from (a) Within thirty (30) days after any Bank has been unable, for any reason, to fund any Loan requested in accordance with the terms hereof (and to which the Company is entitled under the terms hereof) (such Bank is hereinafter referred to as an "AFFECTED BANKAffected Bank") of a claim for compensation pursuant to Section 3.01 or Section 3.03, or a notice to the Borrower through the Administrative Agent under Section 3.02(a), unless the Borrower and Company may request the non-Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: (i) request one or more of the other Banks to acquire and assume all or part any portion of such Affected Bank's Advances and Revolving to assume all or such portion of such Affected Bank's Commitment. The non-Affected Banks may elect to acquire less than, or none of, the amount of such Affected Bank's outstanding Advances and to assume less than, or none of, the amount of the Affected Bank's Commitment that the Company requested be acquired and be assumed. If the non-Affected Banks do not elect to acquire or assume all of such Affected Bank's outstanding Advances and Commitment, which request and with the written consent (such consent not to be unreasonably withheld) of non-Affected Banks constituting the Majority Banks, the Company may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank lender or financial institution (the "Substitute Bank") lenders to acquire and assume all or part any portion of the Advances and Commitment of the Affected Bank not being acquired and assumed by the non-Affected Banks, subject to the requirement that no such replacement lender may have a Commitment of less than $5,000,000. (b) If one or more non-Affected Banks shall so agree in writing or if the Company designates a replacement lender or lenders in respect of all or a portion of the outstanding Advances of the Affected Bank, such non-Affected Bank or Banks and/or such replacement lender or lenders shall purchase such Advances or portion, without recourse to or warranty by (other than a warranty from the Affected Bank as to the principal amount of the Advances being purchased), or expense to, such Affected Bank, and such Affected Bank shall sell such Advances, for a purchase price equal to the outstanding principal amount of the Advances of such Affected Bank, in each case in such proportions as the non-Affected Banks, the replacement lenders and the Company shall agree, in the same mixture of the Eurodollar Loans, Domestic Loans and Bid Auction Advances as all the outstanding Advances of the Affected Bank, and on a date mutually acceptable to the parties. Such Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) Commitment shall be subject allocated among such non-Affected Banks and/or such replacement lender or lenders in proportion to their acquisition of the Affected Bank's Advances. All interest on and all other fees payable on (including, without limitation, any payment or indemnification due under Section 1.17) Advances being acquired by the non-Affected Banks and any replacement lender or lenders accrued as of the date of such acquisition shall be paid by the Company to the prior written consent Affected Bank on the date of the Administrative Agent such acquisition. (which consent shall not be unreasonably withheld). In the event of the replacement c) If all of an Affected Bank, such 's outstanding Commitment is acquired and assumed by a non-Affected Bank agrees to assign without recourse its rights and obligations hereunder to the Substitute Bank upon payment by the Substitute Bank to or a replacement bank, the Affected Bank shall be considered to be released from its obligations related to the assumed Commitment and shall no longer constitute a Bank for the purposes of this Agreement. (d) Upon completing any purchase pursuant to this Section 8.12 and upon executing a counterpart of this Agreement, each replacement lender shall become a Bank hereunder. (e) If the non-Affected Banks and any replacement lender(s) are only willing to acquire less than all of the principal amount of such Affected BanksBank's outstanding Advances, the Commitment of the Affected Bank shall not terminate, but shall be reduced in an amount proportionate to the percentage of its Advances being acquired and the Affected Bank shall continue to be a Bank hereunder with a reduced Commitment. (f) The Company shall have no obligation to seek a replacement lender or take any accrued and unpaid interest thereonother action under this Section, and any other amounts owed to such failure on the part of an Affected Bank and to execute and deliver fund any Advances, unless otherwise excused hereunder, shall be deemed to be a breach of this Agreement on the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank part of such Affected Bank's obligations hereunder. The designation of a Substitute Bank shall not affect the Borrower's obligations to such Affected Bank hereunder.

Substitution of Banks. Upon If (a) the receipt by the Borrower from obligation of any Bank (an "AFFECTED BANK") of a claim for compensation to make Eurocurrency-based Advances has been suspended pursuant to Section 3.01 11.3 or Section 3.03, 11.4 or a notice to the Borrower through the Administrative Agent (b) any Bank has demanded compensation under Section 3.02(a3.4(b), unless 11.1 or 11.5, (in each case, an "Affected Bank"), then the Borrower and Company shall have the Affected right (subject to Section 13.8 hereof), with the assistance of the Agent, to seek a substitute Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: Banks (i) request which may be one or more of the other Banks (the "Purchasing Bank" or "Purchasing Banks") to acquire purchase the Advances of the Revolving Credit, Swing Line and/or the applicable Term Loan, as the case may be and assume all or part the commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank's Advances and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank or financial institution (the "Substitute Bank") to acquire and assume all or part of such . The Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) shall be subject obligated to sell its Advances of the Revolving Credit, Swing Line and/or the applicable Term Loan, as the case may be, 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 prior written consent outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the Administrative Agent (which consent shall not be unreasonably withheld)sale. In the event of the replacement of an Affected Bankconnection with any such sale, such Affected Bank agrees to assign without recourse its rights and obligations hereunder to the Substitute Bank upon payment by the Substitute Bank as a condition thereof, Company 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 within ten Business Days after such sale, (i) the amount of any compensation which would be due to the Affected Bank under Section 11.1 if the Company had prepaid the outstanding Eurocurrency-based Advances of the principal amount Affected Bank on the date of such Affected Banks's outstanding Advances sale and (ii) any additional compensation accrued for its account under Sections 3.4(c) and unpaid interest thereon11.5 to but excluding said date. Upon such sale, and any other amounts owed to such Affected the Purchasing Bank and to execute and deliver to or Purchasing Banks shall assume the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected Bank's commitment, and the Affected Bank shall be released from its obligations hereunderhereunder to a corresponding extent. The designation If any Purchasing Bank is not already one of the 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 obligations of a Substitute 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, the Company or the Purchasing Bank shall not affect pay to the Borrower's obligations Agent the administrative fee for processing such assignment referred to such Affected Bank hereunderin Section 13.8.