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 under Section 4.03 or upon the Borrower repaying any Loan (or portion thereof) advanced hereunder pursuant to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01), 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 Loans and Committed Line Portion; (d) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting 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 Replacement Bank under clause (b) or (d) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld).

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 2.12 as 3.01 or Section 3.03, or a result of a Bank failing notice to fund its Pro Rata Advance Share 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 constituting a Defaulting Bank as defined in Section 1.01)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 Loans 's Advances and Committed Line PortionRevolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (dii) designate a Replacement Bank replacement bank or financial institution (ethe "Substitute Bank") remove to acquire and assume all or part of such Defaulting Bank (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting Bank hereunder at par, to the extent such removal is approved by the AgentsAffected Bank's Advances and Revolving Commitment. Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Substitute Bank under clause (b) or (dii) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank 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 any Bank (an “"Affected Bank”") of a claim request for compensation under Section 4.03 5.03, a notice under Section 5.04 or a request for payment under Section 6.03, or upon notice to the Agent from any Bank that it shall not consent to a request by the Borrower repaying any Loan (or portion thereof) advanced hereunder for an extension of the Revolving Termination Date pursuant to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01subsection 4.01(c), 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 may (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 's Loans and Committed Line PortionRevolving Commitment; or (dii) designate a Replacement Bank an Eligible Assignee satisfactory to the Borrower to acquire and assume all or (e) remove part of such Defaulting Bank Affected Bank's Loans and Revolving Commitment (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting Bank hereunder at pareach case, to the extent such removal is approved by the Agentsa "Replacement Bank"). Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (b) or (dii) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank Agent (which consent shall not be unreasonably withheld). In connection with any such assumption (a) the Replacement Bank shall pay to the Affected Bank in immediately available funds on the date of the assignment the principal amount of the Loans made by the Affected Bank hereunder which are being acquired by the Replacement Bank, and (b) the Borrower shall pay to the Affected Bank in immediately available funds on the date of the assignment the interest accrued to the date of the assignment on the Loans which are being acquired by the Replacement Bank and all other amounts then accrued for the Affected Bank's account or owed to it hereunder with respect to such Loans, including any amounts owing under Section 5.02.

Substitution of Banks. Upon If (a) any Bank shall become an Impaired Bank, (b) the receipt obligation of any Bank to make Eurodollar-based Advances has been suspended pursuant to Section 10.3 or 10.4, (c) any Bank has demanded compensation under Section 3.4(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 Borrower from any Majority Banks and the consent of such Bank is required (in each case, an “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 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01), then the Borrower may: (a) request Agent or the Borrowers shall have the right to make written demand on the Affected Bank (with a copy to use reasonable efforts the Borrowers in the case of a demand by the Agent or with a copy to designate the Agent in the case of a different lending office for funding or booking its Loans hereunder or demand by the Borrowers) 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 shall assign, to any unreimbursed costs one or expense more financial institutions that comply with the provisions of Section 12.8 hereof (and the Borrower hereby agrees “Purchasing Bank” or “Purchasing Banks”) to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request purchase the Affected Bank or Advances of the Defaulting Bank (Revolving Credit, Swing Line and/or the Term Loan, 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 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 Credit (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, Swing Line and/or the Term Loan, as the case may be, and assign its commitment to extend credit under the Revolving Credit (including without limitation its obligations to purchase participations in Swing Line Advances and Letters of Credit) Loans and Committed Line Portion to such Purchasing Bank or Purchasing Banks within ten (a “Replacement Bank”); (c10) request one or more days after receiving notice from the 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 other Banks sale. In connection with any such sale, and as a condition thereof, the Borrowers shall pay to acquire and assume the Affected Bank all or part 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 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 Bank’s Loans commitment, and Committed Line Portion; (d) designate the Affected Bank shall be released from its obligations hereunder to a Replacement 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 Section 12.8 hereof, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and 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 (e) remove such Defaulting the Purchasing Bank (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting Bank hereunder at par, shall pay to the extent Agent the administrative fee for processing 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 Replacement Bank under clause (b) or (d) shall be subject assignment referred to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)in Section 12.8.”

Substitution of Banks. Upon If (a) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (an “Affected Bank”b) of a claim for any Bank has demanded compensation under Section 4.03 3.4(b), 11.1 or upon 11.5, (in each case, an "Affected Bank"), then the Borrower repaying any Loan Company shall have the right (or portion thereof) advanced hereunder pursuant subject to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.0113.8 hereof), with the Borrower may: assistance of the Agent, to seek a substitute Bank or Banks (awhich may be one or more of the Banks (the "Purchasing Bank" or "Purchasing Banks") request to purchase the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking Advances of the Revolving Credit, Swing Line and/or the applicable Term Loan, as the case may be and assume the commitments (including without limitation its Loans hereunder or to assign its rights participations in Swing Line Advances and obligations hereunder to another Letters of its offices, branches or Affiliates if, in the judgment Credit) under this Agreement 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 . The Affected Bank shall be obligated to any unreimbursed costs or expense (and sell its Advances of 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 Revolving Credit, Swing Line and/or the Affected Bank or the Defaulting Bank (applicable Term Loan, as the case may be) , and assign its commitments to use its best efforts such Purchasing Bank or Purchasing Banks within fifteen days after receiving notice from Company requiring it to designate a replacement bank or financial institution satisfactory do so, at an aggregate price equal to the Borrower outstanding principal amount thereof, plus unpaid interest accrued thereon up to acquire but excluding the date of the sale. In connection with any such sale, and assume as a condition thereof, Company shall pay to the Affected Bank all or a ratable part of 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 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 Bank’s or Defaulting Bank’s (as 's commitment, and the case may be) Loans and Committed Line Portion (Affected Bank shall be released from its obligations hereunder to a “Replacement Bank”); (c) request corresponding extent. If any Purchasing Bank is not already one or more of the other Banks to acquire and assume all or part of such Banks, the Affected Bank’s , 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 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 and Committed Line Portion; (d) designate a Replacement of the Affected Bank. In connection with any assignment pursuant to this Section 11.7, the Company or the Purchasing Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting Bank hereunder at par, shall pay to the extent Agent the administrative fee for processing 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 Replacement Bank under clause (b) or (d) shall be subject assignment referred to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)in Section 13.8.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 12.3 or Section 12.4 or (an “Affected Bank”ii) of a claim for any Bank has demanded compensation under Section 4.03 or upon the Borrower repaying any Loan 12.5 (or portion thereof) advanced hereunder pursuant to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01each case, an "Affected Lender"), Company shall have the Borrower may: right, with the assistance of the Agent, to seek a substitute lender or lenders (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 which 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 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 Loans Lender. The Affected Lender shall be obligated to sell its Revolving Credit Note and Committed Line Portion; 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, (di) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then 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 Defaulting Bank hereunder at parsale and (ii) any additional compensation accrued for its account under Section 12.5 to but excluding said date. Upon such sale, to the extent such removal is approved by Purchasing Lender or Purchasing Lenders shall assume the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above Affected Lender's commitment and any such designation of a Replacement Bank under clause (b) or (d) the Affected 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 Swing Line Bank shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Lender 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 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 Agent the 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 Lender, the Agent and Company shall make appropriate arrangements so that, if required, each Issuing Bank (which consent shall not be unreasonably withheld)Purchasing Lender receives a new Revolving Credit Note.

Substitution of Banks. Upon If (a) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (an “Affected Bank”b) of a claim for any Bank has demanded compensation under Section 4.03 3.4(c), 11.1, 11.5 or upon 11.6, (in each case, an "Affected Bank"), then the Borrower repaying any Loan Company shall have the right (or portion thereof) advanced hereunder pursuant subject to Section 2.12 as a result 13.8 hereof), with the assistance of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent Agent, to seek a substitute Bank or Banks (such constituting a Defaulting Bank which may be one or more of the Banks (the "Purchasing Bank" or "Purchasing Banks") to purchase the Advances of the Revolving Credit, Swing Line and/or the applicable Term Loan, as defined the case may be and assume the commitments (including without limitation its participations in Section 1.01), the Borrower may: (aSwing Line Advances and Letters of Credit) 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 under this Agreement 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 . The Affected Bank shall be obligated to any unreimbursed costs or expense (and sell its Advances of 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 Revolving Credit, Swing Line and/or the Affected Bank or the Defaulting Bank (applicable Term Loan, as the case may be) , and assign its commitments to use its best efforts such Purchasing Bank or Purchasing Banks within fifteen days after receiving notice from Company requiring it to designate a replacement bank or financial institution satisfactory do so, at an aggregate price equal to the Borrower outstanding principal amount thereof, plus unpaid interest accrued thereon up to acquire but excluding the date of the sale. In connection with any such sale, and assume as a condition thereof, Company shall pay to the Affected Bank all or a ratable part of 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 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 Bank’s or Defaulting Bank’s (as 's commitment, and the case may be) Loans and Committed Line Portion (Affected Bank shall be released from its obligations hereunder to a “Replacement Bank”); (c) request corresponding extent. If any Purchasing Bank is not already one or more of the other Banks to acquire and assume all or part of such Banks, the Affected Bank’s , as assignor, such Purchasing Bank, as assignee, Company and the Administrative 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 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 and Committed Line Portion; (d) designate a Replacement of the Affected Bank. In connection with any assignment pursuant to this Section 11.7, the Company or the Purchasing Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting Bank hereunder at par, shall pay to the extent Administrative Agent the administrative fee for processing 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 Replacement Bank under clause (b) or (d) shall be subject assignment referred to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)in Section 13.8.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 12.3 or Section 12.4 or (an “Affected Bank”ii) of a claim for any Bank has demanded compensation under Section 4.03 or upon the Borrower repaying any Loan 12.5 (or portion thereof) advanced hereunder pursuant to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01each case, an "Affected Lender"), Company shall have the Borrower may: right, with the assistance of the Agent, to seek a substitute lender or lenders (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 which 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 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 Loans Lender. The Affected Lender shall be obligated to sell its Notes and Committed Line Portion; 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, (di) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then 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 Defaulting Bank hereunder at parsale and (ii) any additional compensation accrued for its account under Section 12.5 to but excluding said date. Upon such sale, to the extent such removal is approved by Purchasing Lender or Purchasing Lenders shall assume the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above Affected Lender's commitment and any such designation of a Replacement Bank under clause (b) or (d) the Affected 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 Swing Line Bank shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Lender 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 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 Agent the 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 Lender, the Agent and Company shall make appropriate arrangements so that, if required, each Issuing Bank (which consent shall not be unreasonably withheld)Purchasing Lender receives a new Notes, as applicable. 13.

Substitution of Banks. Upon If (a) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (an “Affected Bank”b) of a claim for any Bank has demanded compensation under Section 4.03 3.4(c), 11.1, 11.5 or upon 11.6, (in each case, an "Affected Bank"), then the Borrower repaying any Loan Company shall have the right (or portion thereof) advanced hereunder pursuant subject to Section 2.12 as a result 13.8 hereof), with the assistance of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting Agent, to seek a Defaulting Bank as defined in Section 1.01), 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 substitute Bank or the Defaulting Bank Banks (as the case which 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 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 Loans . The Affected Bank shall be obligated to sell its Advances of the Revolving Credit and/or Swing Line and Committed Line Portion; (d) designate a Replacement assign its commitments to such Purchasing Bank or Purchasing Banks within fifteen days after receiving notice from Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and 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, (ei) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then 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 Affected Bank on the date of such Defaulting 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 Bank's commitment, and the Affected Bank shall be released from its obligations hereunder at parto 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 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 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 extent Administrative Agent the administrative fee for processing 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 Replacement Bank under clause (b) or (d) shall be subject assignment referred to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)in Section 13.8.

Substitution of Banks. Upon If (a) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 12.3 or 12.4 or (an “Affected Bank”b) of a claim for any Bank has demanded compensation under Section 4.03 3.4(c), 12.5 or upon 12.6 or has defaulted in its obligation to make Advances under Article 2 (in each case, an "Affected Bank"), then the Borrower repaying any Loan Borrowers shall have the right (or portion thereof) advanced hereunder pursuant subject to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.0114.8 hereof), with the Borrower may: (a) request assistance of the Affected Bank Agent, to use reasonable efforts to designate seek 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 substitute Bank or the Defaulting Bank Banks (as the case which 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 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 Loans . The Affected Bank shall be obligated to sell its Advances of the Revolving Credit, and Committed Line Portion; (d) designate a Replacement 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 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 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, (ei) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then 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 Affected Bank on the date of such Defaulting sale and (ii) any additional compensation accrued for its account under Sections 3.4(c), 12.5 and 12.6 to but excluding said date. Upon such sale, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank's commitment, and the Affected Bank shall be released from its obligations hereunder at parto a corresponding extent. 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 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 pay to the extent Agent the administrative fee for processing 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 Replacement Bank under clause (b) or (d) shall be subject assignment referred to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)in Section 14.8.

Substitution of Banks. Upon the receipt by the Borrower Borrowers 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 2.12 as 3.01 or Section 3.03, or a result of a Bank failing notice to fund its Pro Rata Advance Share to the Borrowers through the Administrative Agent (such constituting a Defaulting Bank as defined in under Section 1.013.02(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 Borrowers, the Borrowers 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 Loans 's Advances and Committed Line PortionRevolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (dii) designate a Replacement Bank replacement bank or financial institution (ethe "Substitute Bank") remove to acquire and assume all or part of such Defaulting Bank (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting Bank hereunder at par, to the extent such removal is approved by the AgentsAffected Bank's Advances and Revolving Commitment. Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Substitute Bank under clause (b) or (dii) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank 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 Borrowers' obligations to such Affected Bank hereunder.

Substitution of Banks. Upon the receipt by the Borrower from (a) If any Bank (an “Affected a "Selling Bank”") of a claim gives notice pursuant to Section 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 4.03 8.3 or upon 8.4, Borrower shall have the Borrower repaying any Loan (or portion thereof) advanced hereunder pursuant to Section 2.12 as a result right, with the assistance of a Bank failing to fund its Pro Rata Advance Share to the Documentation Agent and the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01)Agent, 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 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 assume the Selling Bank's Commitment and assume all or part its participation in any outstanding Letters of such Affected Bank’s Loans and Committed Line PortionCredit on the terms specified in this Section 8.6; (d) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting 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 provided that any such designation of purchase and assumption by a Replacement Purchasing Bank under clause (b) or (d) that is not already a Bank shall be subject to the prior written consent of the Swing Line Bank Administrative Agent and each Issuing Fronting Bank (which consent consents shall not be unreasonably withheld).. 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 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 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, and the Selling Bank shall be released from its obligations hereunder to a corresponding extent. The Selling Bank, as assignor, such Purchasing Bank, as assignee, the Administrative Agent and each Fronting Bank shall enter into an appropriate assignment and assumption agreement, whereupon (x) if such Purchasing Bank is already one of the Banks, its Commitment shall be increased by an amount equal to its ratable share of the Selling Bank's Commitment and its participations in the outstanding Letters of Credit shall be increased by its ratable share of the Selling Bank's

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Revolving Credit Bank to make Eurodollar-based Advances has been suspended pursuant to Section 10.3 or Section 10.4, (ii) any Bank (an “Affected Bank”) of a claim for has demanded compensation under Section 4.03 10.5 or upon the Borrower repaying any Loan 10.7 or (or portion thereofiii) advanced hereunder pursuant to Section 2.12 as a result of a Bank failing has wrongfully failed to fund its Pro Rata percentage of any requested Advance Share to the Administrative Agent under Section 2.4(c) (such constituting a Defaulting Bank as defined in Section 1.01each case, an "Affected Lender"), Company shall have the Borrower may: right, with the assistance of the Agent, to seek a substitute lender or lenders (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 which 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 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 Loans Lender. The Affected Lender shall be obligated to sell its Notes and Committed Line Portion; 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, (di) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then 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 Defaulting Bank hereunder at parsale and (ii) any additional compensation accrued for its account under Section 10.5 or 10.7 to but excluding said date. Upon such sale, to the extent such removal is approved by Purchasing Lender or Purchasing Lenders shall assume the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above Affected Lender's commitment and any such designation of a Replacement Bank under clause (b) or (d) the Affected 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 conditions of, Section 12.8 hereof. In connection with any assignment pursuant to this Section 10.6, Company or the Swing Line Bank and each Issuing Bank (which consent Purchasing Lender shall not be unreasonably withheld)pay to the Agent the administrative fee for processing such assignment referred to in Section 12.8.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or Section 11.4 or (an “Affected Bank”ii) of a claim for any Bank has demanded compensation under Section 4.03 11.5 or upon the Borrower repaying any Loan Section 11.7 (or portion thereof) advanced hereunder pursuant to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01each case, an "Affected Lender"), Company shall have the Borrower may: right, with the assistance of the Agent, to seek a substitute lender or lenders (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 which 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 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 Loans Lender. The Affected Lender shall be obligated to sell its Notes and Committed Line Portion; 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, (di) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then 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 Defaulting sale and (ii) any additional compensation accrued for its account under Section 11.5 to but excluding said date. Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lender's commitment and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Banks, the Affected Lender, as assignor, such 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 party to this Agreement, shall be deemed to be an assignee hereunder at parand shall have all the rights and obligations 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 extent Agent the administrative fee for processing such removal is approved by assignment referred to in Section 13.8. Upon the Agents. Any such designation consummation of an alternative officeany sale pursuant to this Section 11.8, branch or Affiliate under clause (a) above the Affected Lender, the Agent and any such designation of Company shall make appropriate arrangements so that, if required, each Purchasing Lender receives a Replacement Bank under clause (b) or (d) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)new Notes, as applicable.

Substitution of Banks. Upon (a) the receipt by the Borrower Company from any Bank (an “Affected Bank”) of a claim for compensation under under, or notice from any Bank of a circumstance described in, Section 4.03 3.1, Section 3.2, Section 3.3, or upon (b) any Bank being downgraded so that it no longer satisfies the Borrower repaying Rating Qualification, or (c) any Loan (or portion thereof) advanced hereunder Bank electing not to extend the Scheduled Termination Date before the date 50 days before such Scheduled Termination Date pursuant to Section 2.12 as 2.13 after a result of request to do so by the Company or the Trustee pursuant to that Section, or (d) a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting becoming a Defaulting Bank (a Bank described in any of the foregoing clauses (a) through (d) being referred to as defined in Section 1.01an "Affected Bank"), the Borrower Company may: (ai) except in the case of an Affected Bank described in clause (c) above, 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 obtain an Eligible Assignee (which, in the case of a replacement bank substitution as a result of a claim or financial institution satisfactory circumstance referred to in clause (a) above, would not following such substitution subject the Borrower 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 or Defaulting Bank’s (as the case may be) Loans 's Advances and Committed Line Portion (a “Replacement Bank”)Commitment; (cii) request one or more of the other Banks to acquire and assume all or a ratable part of such Affected Bank’s Loans 's Advances and Committed Line PortionCommitment; or (diii) designate an Eligible Assignee to acquire and assume all or a Replacement ratable part of such Affected Bank's Advances and Commitment (any Bank or Eligible Assignee making an acquisition and assumption pursuant to clause (ei), (ii), or (iii) remove such Defaulting Bank (in its various capacities hereunder) upon the payment of all amounts then due above being referred to such Defaulting Bank hereunder at par, to the extent such removal is approved by the Agentsas a "Replacement Bank"). Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (bi) or (diii) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (Agent, which consent shall not be unreasonably withheld. In the event of the replacement of an Affected Bank, such Affected Bank agrees to assign its rights and obligations hereunder, including its Commitment and Advances, to a Replacement Bank selected in accordance with the foregoing upon payment by the 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 as provided in the Assignment and Acceptance), to effect each such assignment in accordance with, and 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 arising under Section 3.4 that result from the acquisition of any Affected Bank's LIBOR Advances (or any portion thereof) by a Bank or a Replacement Bank on a date other than the last day of the applicable Interest Period therefor.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or Section 11.4 or (an “Affected Bank”ii) of a claim for any Bank has demanded compensation under Section 4.03 or upon the Borrower repaying any Loan 11.5 (or portion thereof) advanced hereunder pursuant to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01each case, an "Affected Lender"), Company shall have the Borrower may: right, with the assistance of the Agent, to seek a substitute lender or lenders (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 which 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 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 Loans Lender. The Affected Lender shall be obligated to sell its Notes and Committed Line Portion; 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, (di) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then 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 Defaulting sale and (ii) any additional compensation accrued for its account under Section 11.5 to but excluding said date. Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lender's commitment and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Banks, the Affected Lender, as assignor, such 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 party to this Agreement, shall be deemed to be an assignee hereunder at parand shall have all the rights and obligations 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 extent Agent the administrative fee for processing such removal is approved by assignment referred to in Section 13.8. Upon the Agents. Any such designation consummation of an alternative officeany sale pursuant to this Section 11.8, branch or Affiliate under clause (a) above the Affected Lender, the Agent and any such designation of Company shall make appropriate arrangements so that, if required, each Purchasing Lender receives a Replacement Bank under clause (b) or (d) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)new Notes, as applicable.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 12.3 or Section 12.4 or (an “Affected Bank”ii) of a claim for any Bank has demanded compensation under Section 4.03 or upon the Borrower repaying any Loan 12.5 (or portion thereof) advanced hereunder pursuant to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01each case, an "Affected Lender"), then Company shall have the Borrower may: right, with the assistance of the Agent, to seek a substitute lender or lenders (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 which 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 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 Loans Lender. The Affected Lender shall be obligated to sell its Revolving Credit Note and Committed Line Portion; 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, (di) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then 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 Defaulting Bank hereunder at parsale and (ii) any additional compensation accrued for its account under Section 12.5 to but excluding said date. Upon such sale, to the extent such removal is approved by Purchasing Lender or Purchasing Lenders shall assume the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above Affected Lender's commitment and any such designation of a Replacement Bank under clause (b) or (d) the Affected 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 Swing Line Bank shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Lender 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 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 Agent the 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 Lender, the Agent and Company shall make appropriate arrangements so that, if required, each Issuing Bank (which consent shall not be unreasonably withheld)Purchasing Lender receives a new Revolving Credit Note.