Common use of Substitution of Banks Clause in Contracts

Substitution of Banks. If (a) the obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (b) any Bank has demanded compensation under Section 3.4(d), 11.1 or 11.5, (in each case, an “Affected Bank”), then the Borrowers shall have the right (subject to Section 14.8 hereof), with the assistance of the Agent, to seek a substitute Bank or Banks (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 Term Loan, as the case may be and assume the Commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank. The Affected Bank 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 Commitments to such Purchasing Bank or Purchasing Banks within fifteen (15) 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 sale. In connection with any such sale, and as a condition thereof, the 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 11.1 if the Borrowers had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(d) 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 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 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 and the applicable Percentages of the Term Loan of the Affected Bank. In connection with any assignment pursuant to this Section 11.7, the Borrowers or the Purchasing Bank shall pay to the Agent the administrative fee for processing such assignment referred to in Section 14.8.

Substitution of Banks. If (a) the obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (b) any Bank has demanded compensation under Section 3.4(d), 11.1 or 11.5, (in each case, an “Affected Bank”) (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, (ii) is unable to make or maintain a Term SOFR Loan or 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 secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt), then give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention to replace the Borrowers shall have the right (subject to Section 14.8 hereof), Affected Bank with the assistance of the Agent, to seek a substitute Bank or Banks (which may be one or more of the Banks another financial institution (the “Purchasing Replacement Bank” or “Purchasing Banks”) to purchase the Advances of the Revolving Creditdesignated in such Replacement Notice; provided, Swing Line and/or the Term Loan, as that in the case may be and assume of any assignment resulting from a Bank becoming a Non-Consenting Bank, (1) the Commitments Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver, (including without limitation its participations 2) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Swing Line Advances and Letters of CreditSection 12.05(b), (3) under this Agreement of such Affected Bank. The Affected Bank shall be obligated to sell its Advances have received payment of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be, and assign its Commitments to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from the Borrowers requiring it to do so, at an aggregate price amount equal to the outstanding principal amount thereofof its Loans and L/C Advances, plus unpaid accrued interest thereon, accrued thereon up fees and all other amounts payable to but excluding it hereunder and under the date other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the sale. In connection with case of all other amounts), (4) in the case of any such saleassignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 10.13, such assignment will result in a reduction in such compensation or payments thereafter and as a condition thereof(5) such assignment does not conflict with applicable Laws; provided, further, that in the Borrowers shall pay to the case of an Affected Bank all fees accrued for its account hereunder to but excluding the date of such sale, plusthat is not a Defaulting Lender or Non-Consenting Bank, if demanded by the Affected Borrower has been unable to obtain a Replacement Bank within ten after using its commercially reasonable efforts to do so for a period of sixty (1060) Business Days after days, Borrower shall be permitted to prepay in full such sale, (i) the amount of any compensation which would be due to the Affected Bank under Section 11.1 if the Borrowers had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(d) and 11.5 to but excluding said date. Upon such sale, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s commitmentLoans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have occurred and be continuing at the time of such prepayment or immediately after giving effect thereto, and the (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank shall be released from its obligations hereunder not have agreed to a corresponding extent. If any Purchasing Bank is not already one waive the payment of the BanksAdditional Costs, the Affected Bank, as assignor, such Purchasing Bank, as assignee, the Borrowers and the Agent, shall enter into an Assignment Agreement Indemnified Taxes or other amounts in question pursuant to Section 14.8 hereof10.13 or the effect of the circumstances described in Section 3.03 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminated, whereupon such Purchasing Bank Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and such prepayments 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 made ratably in accordance 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 Loan of the such Affected Bank. In connection with any assignment pursuant to this Section 11.7, the Borrowers or the Purchasing Bank shall pay to the Agent the administrative fee for processing such assignment referred to in Section 14.8Banks’ respective Pro Rata Shares.

Substitution of Banks. If any Affected Bank has given --------------------- Notice pursuant to Section 2.2 or 2.4, the Borrower shall, at its election, take one of the following actions: (ai) the obligation 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 Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (b) any Bank has demanded compensation under Section 3.4(d), 11.1 or 11.5, (in each case, an “such Affected Bank”), then the Borrowers shall have the right (subject to Section 14.8 hereof), with the assistance of the Agent, to seek 's Loan as a substitute Bank or Banks (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 Term Prime Loan, which shall be converted to a Eurodollar Loan at such time as such Notice is no longer applicable; (iv) request the case may be and assume the Commitments non-Affected Banks to take over all (including without limitation its participations in Swing Line Advances and Letters of Creditbut not part) under this Agreement of such Affected Bank's Loans; provided, however, that -------- ------- the non-Affected Banks may elect to take over fewer than all of the Affected Bank's Loans; or (v) if and only if the non-Affected Banks have elected to take over less than all of the Affected Bank's Loans, 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. If one or more non-Affected Banks shall so agree in writing, such non-Affected Banks (pro rata according to their outstanding Loans) shall make Loans to the Borrower in an aggregate amount equal to the portion of the outstanding Loans of the Affected Bank being replaced pursuant to this sentence (and in the same admixture of 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 Replacement Lenders shall purchase such Loans or portion, without recourse to or warranty by (other than a warranty from the Affected Bank as to the principal amount of the Loans being purchased), or expense to, such Affected Bank, and such Affected Bank shall be obligated to sell its Advances of the Revolving Creditsuch Loans, Swing Line and/or the Term Loan, as the case may be, and assign its Commitments to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from the Borrowers requiring it to do so, at an aggregate for a purchase price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the saleLoans of such Affected Bank being purchased. In connection with any such sale, and as a condition thereofThereafter, the Borrowers shall pay to the Commitment of such Affected Bank all fees accrued for its account hereunder to but excluding 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 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 11.1 if the Borrowers had prepaid the outstanding Eurocurrency-based Advances last day of the Affected Bank on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(d) and 11.5 to but excluding said daterelevant Eurodollar Interest Period, or as otherwise required by Section 2.4. Upon such saleaccomplishment of the foregoing, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s commitment, and the Affected Bank shall be released from its no longer have any obligations hereunder to a corresponding extent. If any Purchasing Bank is (except for obligations, if any, accrued before and not already one discharged as of the Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, the Borrowers accomplishment) and the Agent, shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Bank shall be no longer constitute a Bank party to for the purposes of 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 Loan of the Affected Bank. In connection with Upon completing any assignment purchase pursuant to this Section 11.72.5 and upon executing a counterpart of this Agreement, each Replacement Lender shall become a Bank hereunder. The Borrower shall provide replacement Notes to each Replacement Lender and to any non-Affected Bank making Loans pursuant to this Section 2.5 to reflect the Borrowers identity of, and/or the increased or the Purchasing new, respectively, Commitment of, each such non-Affected Bank shall pay to the Agent the administrative fee for processing such assignment referred to in Section 14.8or Replacement Lender, respectively.

Substitution of Banks. If (a) the obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (b) any Bank has demanded compensation under Section 3.4(d), 11.1 or 11.5, (in each case, an “Affected Bank”), then the Borrowers shall have the right ) (subject 1) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 14.8 hereof)3.01 or additional amounts under Section 3.06 or (2) is unable to make or maintain a SOFR Loan or Term SOFR Bid Rate Loan as a result of a condition described in Section 3.03, with the assistance of the Agentor (3) if Borrower is required to pay any Indemnified Taxes or additional amounts to any Bank, to seek a substitute any Issuing Bank or Banks any Governmental Authority for the account of any Bank or Issuing Bank pursuant to Section 3.10, or (which may be one or more 4) becomes a Defaulting Lender, Borrower may, within ninety (90) days of the Banks (the “Purchasing Bank” or “Purchasing Banks”) to purchase the Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be and assume the Commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement receipt of such Affected Bank. The Affected demand or notice (or the occurrence of such other event causing Borrower to be required to pay Additional Costs or causing said Section 3.03 to be applicable) or such Bank shall be obligated to sell its Advances of the Revolving Credit, Swing Line and/or the Term Loanbecoming a Defaulting Lender, as the case may be, give written notice (a “Replacement Notice”) to Administrative Agent and assign its Commitments to each Bank of Borrower’s intention either (x) to prepay in full the Affected Bank’s Note and to terminate the Affected Bank’s entire Loan Commitment or (y) to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Purchasing Replacement Notice. In the event Borrower opts to give the notice provided for in clause (x) above, and if the Affected Bank or Purchasing Banks shall not agree within fifteen thirty (1530) days after receiving notice from of its receipt thereof to waive 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 payment of the sale. In Additional Costs in question or the effect of the circumstances described in Section 3.03, if applicable, then, so long as no Default or Event of Default shall exist, Borrower may (notwithstanding the provisions of clause (2) of Section 2.10(a)) terminate the Affected Bank’s entire Loan Commitment, provided that in connection with any such sale, and as a condition thereof, the Borrowers shall pay therewith it pays to the Affected Bank all fees outstanding principal and 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 and unpaid interest under Section 11.1 if the Borrowers had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(d) and 11.5 to but excluding said date. Upon such sale, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s commitmentNote, and the Affected Bank shall be released together with all other amounts, if any, due from its obligations hereunder Borrower 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 including all amounts properly demanded 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 unreimbursed under Sections 3.01 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 Loan of the Affected Bank. In connection with any assignment pursuant to this Section 11.7, the Borrowers or the Purchasing Bank shall pay to the Agent the administrative fee for processing such assignment referred to in Section 14.83.05.

Substitution of Banks. If (a) the obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (bi) any Bank has demanded compensation under Section 3.4(d)Clause 2.5 or (ii) the Obligors are obligated to replace a Bank pursuant to clause (x) of Clause 2.6, 11.1 or 11.5, (in each case, an “Affected Bank”), then the Borrowers Obligors shall have the right right, upon twenty (subject 20) Business Days' prior notice to Section 14.8 hereofsuch Bank (or five Business Days' prior notice in the case of any substitution pursuant to the foregoing clause (ii)), with the assistance of the Agent, to seek a substitute Bank cause one or Banks more banks (which may be one or more of the Banks) and, if there shall at such time be more than one Bank hereunder, reasonably satisfactory to the Banks (determined for this purpose as if such Bank had no Cash Deposit Amount hereunder), in each case with the “Purchasing Bank” or “Purchasing Banks”) to purchase the Advances written acknowledgment of the Revolving CreditAgent, Swing Line and/or the Term Loan, as the case may be and to assume the Commitments obligations of the Bank to be replaced (including without limitation its participations in Swing Line Advances and Letters of Creditthe "Old Bank(s)") under this Agreement Agreement. If one or more such banks in each case acceptable to the Lender are identified by the Obligors and, if required pursuant to this Clause, approved as being reasonably satisfactory to the Banks (determined as provided above), the Banks shall consent to such assumption pursuant to a written instrument. Upon (i) the execution and delivery of such Affected Bank. The Affected Bank shall be obligated instrument by the Obligors, the Banks, and the Agent and (ii) payment by the new banks (the "Substitution Banks") to sell its Advances the Old Banks of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be, Old Bank's Cash Deposit Amount and assign its Commitments to such Purchasing Bank or Purchasing Banks within fifteen (15) 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 all accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, the Borrowers shall pay to the Affected Bank all fees accrued for its account hereunder to but excluding the date of such saleassumption and issuance, plus, each of such Substitution Banks shall become a bank party to this Agreement (if demanded by the Affected Bank within ten (10it is not already a party hereto) 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 Borrowers had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on and shall from the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(d) 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 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 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 substitution have all the rights and obligations of a Bank with a Revolving Credit Cash Deposit Amount and Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment Share (which, if such Substitution Bank is already a party hereto, shall take into account such Substitution Bank's existing Cash Deposit Amount and Percentage Share) and the applicable Percentages Old Bank shall from date of such substitution be released from its obligations under this Agreement, and no further consent or action by any other Person shall be required; provided that on the Term Loan date of the Affected Banksuch assumption and issuance (x) all amounts payable under Clause 2.3 shall have been paid in full and (y) no Event of Default shall have occurred and be continuing on such date. In connection with any assignment the event that there is more than one Bank party hereto and the entity which is the Agent, in its capacity as a Bank, is required to transfer all of its rights and obligations hereunder pursuant to this Section 11.7Clause 2.7, the Borrowers or Agent shall, promptly upon the Purchasing consummation of any assumption pursuant to this Clause 2.7, resign as Agent hereunder and the Banks (determined as if the Bank resigning as Agent had no Letter of Guarantee Amount and no Reimbursement Obligation was payable to such Bank hereunder) shall pay (subject to the Agent consent of the administrative fee for processing such assignment referred Obligors), have the right to in Section 14.8appoint another Bank as successor Agent.

Substitution of Banks. If (ai) the obligation of any Revolving Credit Bank to make EurocurrencyEurodollar-based Advances has been suspended pursuant to Section 11.3 10.3 or 11.4 or Section 10.4, (bii) any Bank has demanded compensation under Section 3.4(d), 11.1 10.5 or 11.5, 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 Bank”Lender"), then the Borrowers Company shall have the right (subject to Section 14.8 hereof)right, with the assistance of the Agent, to seek a substitute Bank lender or Banks lenders (which may be one or more of the Banks (the “"Purchasing Bank” Lender" or “"Purchasing Banks”Lenders") to purchase the Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be Notes and assume the Commitments commitment (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected BankLender. The Affected Bank Lender shall be obligated to sell its Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be, Notes and assign its Commitments commitment to such Purchasing Bank Lender or Purchasing Banks Lenders within fifteen (15) days after receiving notice from the Borrowers Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, 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, the Borrowers Company shall pay to the Affected Bank Lender 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) Lender at least two Business Days after prior to such sale, (i) the amount of any compensation which would be due to the Affected Bank Lender under Section 11.1 10.1 if the Borrowers had Company has prepaid the outstanding EurocurrencyEurodollar-based Advances of the Affected Bank Lender on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(d) and 11.5 Section 10.5 or 10.7 to but excluding said date. Upon such sale, the Purchasing Bank Lender or Purchasing Banks Lenders shall assume the Affected Bank’s commitment, Lender's commitment and the Affected Bank Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Bank is not already one of the Banks, the The Affected BankLender, as assignor, such Purchasing BankLender, as assignee, the Borrowers Company and the Agent, shall enter into an Assignment Agreement pursuant to, and subject to the conditions of, Section 14.8 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 Credit Aggregate Commitment and the applicable Percentages of the Term Loan of the Affected Bank. In connection with any assignment pursuant to this Section 11.710.6, the Borrowers Company or the Purchasing Bank Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 14.812.8.

Substitution of Banks. If (a) the obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (b) any Bank has demanded compensation under Section 3.4(d), 11.1 or 11.5, (in each case, an “Affected Bank”) (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 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 secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt), then give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention to replace the Borrowers shall have the right (subject to Section 14.8 hereof), Affected Bank with the assistance of the Agent, to seek a substitute Bank or Banks (which may be one or more of the Banks another financial institution (the “Purchasing Replacement Bank” or “Purchasing Banks”) to purchase the Advances of the Revolving Creditdesignated in such Replacement Notice; provided, Swing Line and/or the Term Loan, as that in the case may of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be and assume the Commitments (including without limitation its participations permitted to prepay in Swing Line Advances and Letters of Credit) under this Agreement of full such Affected Bank. The ’s Loans and to terminate such Affected Bank’s entire Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank shall be obligated not have agreed to sell its Advances waive the payment of the Revolving CreditAdditional Costs, Swing Line and/or Indemnified Taxes or other amounts in question pursuant to ​ ​ Section 10.13 or the Term Loaneffect of the circumstances described in Section 3.03 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Commitments terminated, as such Affected Banks’ aggregate Commitments so terminated shall not exceed 5% of the case may betotal Commitments before giving effect to such terminations, and assign its Commitments to such Purchasing Bank or Purchasing Banks within fifteen (15) 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 sale. In connection with any such sale, and as a condition thereof, the 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 11.1 if the Borrowers had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(d) 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 prepayments shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Bank is not already one of the made ratably in accordance with such Affected 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 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 and the applicable Percentages of the Term Loan of the Affected Bank. In connection with any assignment pursuant to this Section 11.7, the Borrowers or the Purchasing Bank shall pay to the Agent the administrative fee for processing such assignment referred to in Section 14.8’ respective Pro Rata Shares.

Substitution of Banks. If (a) the obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (b) any Bank has demanded compensation under Section 3.4(d), 11.1 or 11.5, (in each case, an “Affected Bank”), then the Borrowers shall have the right ) (subject 1) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 14.8 hereof)3.01 or additional amounts under Section 3.06 or (2) is unable to make or maintain a LIBOR Loan as a result of a condition described in Section 3.03, with the assistance of the Agent, or (3) if Borrower is required to seek a substitute pay any Indemnified Taxes or additional amounts to any Bank or Banks any Governmental Authority for the account of any Bank pursuant to Section 3.10, or (which may be one or more 4) becomes a Defaulting Lender, Borrower may, within ninety (90) days of the Banks (the “Purchasing Bank” or “Purchasing Banks”) to purchase the Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be and assume the Commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement receipt of such Affected Bank. The Affected demand or notice (or the occurrence of such other event causing Borrower to be required to pay Additional Costs or causing said Section 3.03 to be applicable) or such Bank shall be obligated to sell its Advances of the Revolving Credit, Swing Line and/or the Term Loanbecoming a Defaulting Lender, as the case may be, give written notice (a “Replacement Notice”) to Administrative Agent and assign its Commitments to each Bank of Borrower’s intention either (x) to prepay in full the Affected Bank’s Note(s) and to terminate the Affected Bank’s entire Loan Commitment or (y) to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Purchasing Replacement Notice. In the event Borrower opts to give the notice provided for in clause (x) above, and if the Affected Bank or Purchasing Banks shall not agree within fifteen thirty (1530) days after receiving notice from of its receipt thereof to waive 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 payment of the sale. In Additional Costs in question or the effect of the circumstances described in Section 3.03, if applicable, then, so long as no Default or Event of Default shall exist, Borrower may terminate the Affected Bank’s entire Loan Commitment, provided that in connection with any such sale, and as a condition thereof, the Borrowers shall pay therewith it pays to the Affected Bank all fees outstanding principal and 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 and unpaid interest under Section 11.1 if the Borrowers had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(d) and 11.5 to but excluding said date. Upon such sale, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s commitmentNote(s), and the Affected Bank shall be released together with all other amounts, if any, due from its obligations hereunder Borrower 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 including all amounts properly demanded 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 unreimbursed under Sections 3.01 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 Loan of the Affected Bank. In connection with any assignment pursuant to this Section 11.7, the Borrowers or the Purchasing Bank shall pay to the Agent the administrative fee for processing such assignment referred to in Section 14.83.05.

Substitution of Banks. If (a) the obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (bi) any Bank has demanded compensation under Section 3.4(d)8.03 or (ii) the Borrower has become obligated to pay any Taxes or other amounts to or for the account of any Bank pursuant to Section 8.04 (such Bank, 11.1 or 11.5, (in each either case, an being called a “Affected Selling Bank”), then the Borrowers Borrower shall have the right (subject to Section 14.8 hereof)right, with the assistance of the Agent, to seek a substitute Bank or Banks (which may be one or more of banks or other institutions satisfactory to the Banks Borrower and the Agent (collectively, the “Purchasing Bank” or “Purchasing Banks”) willing to purchase the Advances Selling Bank’s Note and its share of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be any unpaid Reimbursement Obligations and assume the Commitments (including without limitation its participations Commitment of the Selling Bank, all on the terms specified in Swing Line Advances and Letters of Credit) under this Agreement of such Affected BankSection 8.06. The Affected Selling Bank shall be obligated to sell its Advances Note and its share of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be, and assign its Commitments any unpaid Reimbursement Obligations to such Purchasing Bank or Purchasing Banks (which may include one or more of the Banks) within fifteen (15) 15 days after receiving notice from the Borrowers 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 the sale. In connection with any such sale, and as a condition thereof, the Borrowers Borrower shall pay to the Affected Selling Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Selling Bank within ten (10) at least two Domestic Business Days after prior to such sale, (i) the amount of any compensation which would be due to the Affected Selling Bank under Section 11.1 2.14 if the Borrowers Borrower had prepaid the outstanding Eurocurrency-based Advances Fixed Rate Loans of the Affected Selling Bank on the date of such sale and (ii) any additional compensation compensation, Taxes or other amounts accrued for its account under Sections 3.4(d) and 11.5 Section 8.03 or 8.04, as applicable, to but excluding excluding, said datedate (it being understood that the Selling Bank shall retain its right to be compensated after the date of such sale for any such accrued amounts remaining unpaid). Upon such sale, the Purchasing Bank or Purchasing Banks shall assume the Affected Commitment of the Selling Bank’s commitment, and the Affected Selling 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 Selling Bank, as assignor, such Purchasing Bank, as assignee, the Borrowers Borrower and the Agent, Agent shall enter into an Assignment Agreement pursuant to Section 14.8 hereofassignment and assumption agreement substantially in the form of Exhibit E hereto, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an assignee Assignee hereunder and shall have all the rights and obligations of a Bank with a Revolving Credit Percentage Commitment equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment and the applicable Percentages of the Term Loan of the Affected Selling Bank. In connection with Upon the consummation of any assignment sale pursuant to this Section 11.78.06, the Borrowers or Selling Bank, the 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 pay terminate concurrently with such sale and its status as an LC Issuing Bank (but not its right to indemnification hereunder) shall terminate when the Agent the administrative fee for processing such assignment referred LC Liabilities relating to in Section 14.8all Letters of Credit issued by it have been reduced to zero.

Substitution of Banks. If (a) the obligation of any Bank (an "Affected Bank") (i) makes demand upon Borrower for (or if Borrower is otherwise required to make Eurocurrency-based Advances has been suspended pay) Additional Costs pursuant to Section 11.3 or 11.4 3.01 or (bii) any Bank has demanded compensation under is unable to make or maintain a LIBOR Loan as a result of a condition described in Section 3.4(d)3.01 or 3.03, 11.1 or 11.5Borrower may, within ninety (in each case, an “Affected Bank”), then the Borrowers shall have the right (subject to Section 14.8 hereof), with the assistance 90) days of the Agent, to seek a substitute Bank or Banks (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 Term Loan, as the case may be and assume the Commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement receipt of such Affected Bank. The Affected Bank shall demand or notice (or the occurrence of such other event causing Borrower to be obligated required to sell its Advances of the Revolving Credit, Swing Line and/or the Term Loanpay Additional Costs or causing said Section 3.01 or 3.03 to be applicable), as the case may be, give notice (a "Replacement Notice") to Administrative Agent (which will promptly forward a copy of such notice to each Bank) of Borrower's intention either (x) to prepay in full the Affected Bank's Note and to terminate the Affected Bank's entire Loan Commitment or (y) to replace the Affected Bank with another financial institution (the "Replacement Bank") designated in such Replacement Notice. In the event Borrower opts to give the notice provided for in clause (x) above, and if the Affected Bank shall not agree within thirty (30) days of its receipt thereof to waive the payment of the Additional Costs in question or the effect of the circumstances described in Section 3.01, then, so long as no Default or Event of Default shall exist, Borrower may (notwithstanding the provisions of clause (2) of Section 2.11(a)) terminate the Affected Bank's entire Loan Commitment, provided that in connection therewith it pays to the Affected Bank all outstanding principal and accrued and unpaid interest under the Affected Bank's Note, together with all other amounts, if any, due from Borrower to the Affected Bank, including all amounts properly demanded and unreimbursed under this Article III. In the event Borrower opts to give the notice provided for in clause (y) above, and if (i) Administrative Agent shall, within thirty (30) days of its receipt of the Replacement Notice, notify Borrower and each Bank in writing that the proposed Replacement Bank is reasonably satisfactory to Administrative Agent and (ii) the Affected Bank shall not, prior to the end of such thirty (30)-day period, agree to waive the payment of the Additional Costs in question or the effect of the circumstances described in Section 3.01, then the Affected Bank shall, so long as no Default or Event of Default shall exist, assign its Commitments Note and all of its rights and obligations under this Agreement to the Replacement Bank, and the Replacement Bank shall assume all of the Affected Bank's rights and obligations, pursuant to an agreement, substantially in the form of an Assignment and Assumption Agreement, executed by the Affected Bank and the Replacement Bank. In connection with such Purchasing assignment and assumption, the Replacement Bank or Purchasing Banks within fifteen (15) days after receiving notice from shall pay to the Borrowers requiring it to do so, at Affected Bank an aggregate price amount equal to the outstanding principal amount thereofunder the Affected Bank's Note plus all interest accrued thereon, plus unpaid interest accrued thereon up all other amounts, if any (other than the Additional Costs in question), then due and payable to but excluding the date of the sale. In connection Affected Bank; provided, however, that prior to or simultaneously with any such saleassignment and assumption, and as a condition thereof, the Borrowers Borrower shall pay have paid to the such Affected Bank all fees accrued for its account hereunder to but excluding amounts properly demanded and unreimbursed under this Article III. Upon the effective date of such saleassignment and assumption, plus, if demanded and the payment by the Affected Replacement Bank within ten (10) Business Days after such saleto Administrative Agent, (i) for its own account, of a fee in the amount of any compensation which would be due to the Affected Bank under Section 11.1 if the Borrowers had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(d) and 11.5 to but excluding said date. Upon such sale$2,500, the Purchasing Replacement Bank or Purchasing Banks shall assume become a party to this Agreement and shall have all the Affected Bank’s commitmentrights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the Affected Bank shall be released from its obligations hereunder to a corresponding extent. If hereunder, and no further consent or action by 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 14.8 hereof, whereupon such Purchasing Bank party shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all required. Upon the rights and obligations consummation 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 Loan of the Affected Bank. In connection with any assignment pursuant to this Section, a substitute Note shall be issued to the Replacement Bank by Borrower, in exchange for the return of the Affected Bank's Note. The obligations evidenced by such substitute Notes shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents and shall be secured by the Mortgages. In connection with Borrower's execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute notes and any related documents as Administrative Agent may reasonably request. If the Replacement Bank is not a United States person within the meaning of Section 11.77701(a)(30) of the Code, it shall, prior to the Borrowers first date on which interest or the Purchasing fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 10.13. Each Replacement Bank shall pay be deemed to have made the representations contained in, and shall be bound by the provisions of, Section 10.13. Borrower, Administrative Agent and the Banks shall execute such modifications to the Agent Loan Documents as shall be reasonably required in connection with and to effectuate the administrative fee for processing such assignment referred to in Section 14.8foregoing.

Substitution of Banks. If (a) the obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (bi) any Bank has demanded compensation under Section 3.4(d8.03 or (ii) the Borrower has become obligated to pay any Taxes or other amounts to or for the account of any Bank pursuant to Section 8.04 (such Bank, in either case, being called a "Selling Bank"), 11.1 or 11.5, (in each case, an “Affected Bank”), then the Borrowers Borrower shall have the right (subject to Section 14.8 hereof)right, with the assistance of the Agent, to seek a substitute Bank or Banks (which may be one or more of banks or other institutions satisfactory to the Borrower, the LC Issuing Banks and the Agent (collectively, the “Purchasing Bank” or “"Purchasing Banks”") willing to purchase the Advances Selling Bank=s Note and its share of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be any unpaid Reimbursement Obligations and assume the Commitments (including without limitation its participations Commitment of the Selling Bank, all on the terms specified in Swing Line Advances and Letters of Credit) under this Agreement of such Affected BankSection 8.06. The Affected Selling Bank shall be obligated to sell its Advances Note and its share of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be, and assign its Commitments any unpaid Reimbursement Obligations to such Purchasing Bank or Purchasing Banks (which may include one or more of the Banks) within fifteen (15) 15 days after receiving notice from the Borrowers 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 the sale. In connection with any such sale, and as a condition thereof, the Borrowers Borrower shall pay to the Affected Selling Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Selling Bank within ten (10) at least two Domestic Business Days after prior to such sale, (i) the amount of any compensation which would be due to the Affected Selling Bank under Section 11.1 2.14 if the Borrowers Borrower had prepaid the outstanding Eurocurrency-based Advances Fixed Rate Loans of the Affected Selling Bank on the date of such sale and (ii) any additional compensation compensation, Taxes or other amounts accrued for its account under Sections 3.4(d) and 11.5 Section 8.03 or 8.04, as applicable, to but excluding said datedate (it being understood that the Selling Bank shall retain its right to be compensated after the date of such sale for any such accrued amounts remaining unpaid). Upon such sale, the Purchasing Bank or Purchasing Banks shall assume the Affected Commitment of the Selling Bank’s commitment, and the Affected Selling 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 Selling Bank, as assignor, such Purchasing Bank, as assignee, the Borrowers Borrower, the LC Issuing Banks and the Agent, Agent shall enter into an Assignment Agreement pursuant to Section 14.8 hereofassignment and assumption agreement substantially in the form of Exhibit G hereto, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an assignee Assignee hereunder and shall have all the rights and obligations of a Bank with a Revolving Credit Percentage Commitment equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment and the applicable Percentages of the Term Loan of the Affected Selling Bank. In connection with Upon the consummation of any assignment sale pursuant to this Section 11.78.06, the Borrowers or Selling Bank, the 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 pay terminate concurrently with such sale and its status as an LC Issuing Bank (but not its right to indemnification hereunder) shall terminate when the Agent the administrative fee for processing such assignment referred LC Liabilities relating to in Section 14.8all Letters of Credit issued by it have been reduced to zero.

Substitution of Banks. If any Affected Bank has given --------------------- Notice pursuant to Section 2.2 or 2.4, the Borrowers shall, at their election, take one of the following actions: (ai) the obligation 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 Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (b) any Bank has demanded compensation under Section 3.4(d), 11.1 or 11.5, (in each case, an “such Affected Bank”), then the Borrowers shall have the right (subject to Section 14.8 hereof), with the assistance of the Agent, to seek 's Loan as a substitute Bank Prime Loan or Banks (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 Term a CD Loan, which shall be converted to a Eurodollar Loan at such time as such Notice is no longer applicable; (iv) request the case may be and assume the Commitments non-Affected Banks to take over all (including without limitation its participations in Swing Line Advances and Letters of Creditbut not part) under this Agreement of such Affected Bank's Loans; provided, -------- however, that the non-Affected Banks may elect to take over fewer than all of ------- the Affected Bank's Loans; or (v) if and only if the non-Affected Banks have elected to take over less than all of the Affected Bank's Loans, 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. If one or more non-Affected Banks shall so agree in writing, such non-Affected Banks (pro rata according to their outstanding Loans) shall make Loans to the Borrowers in an aggregate amount equal to the portion of the out- standing Loans of the Affected Bank being replaced pursuant to this sentence (and in the same admixture of 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 Replacement Lenders shall purchase such Loans or portion, without recourse to or warranty by (other than a warranty from the Affected Bank as to the principal amount of the Loans being purchased), or expense to, such Affected Bank, and such Affected Bank shall be obligated to sell its Advances of the Revolving Creditsuch Loans, Swing Line and/or the Term Loan, as the case may be, and assign its Commitments to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from the Borrowers requiring it to do so, at an aggregate for a purchase price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the saleLoans of such Affected Bank being purchased. In connection with any such sale, and as a condition thereofThereafter, the Borrowers shall pay to the Commitment of such Affected Bank all fees accrued for its account hereunder to but excluding 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 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 11.1 if the Borrowers had prepaid the outstanding Eurocurrency-based Advances last day of the Affected Bank on relevant CD Interest Period or Eurodollar Interest Period (except, in the date case of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(d) and 11.5 to but excluding said dateEurodollar Loans, as otherwise required by Section 2.4). Upon such saleaccomplishment of the foregoing, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s commitment, and the Affected Bank shall be released from its no longer have any obligations hereunder to a corresponding extent. If any Purchasing Bank is (except for obligations, if any, accrued before and not already one discharged as of the Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, the Borrowers accomplishment) and the Agent, shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Bank shall be no longer constitute a Bank party to for the purposes of 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 Loan of the Affected Bank. In connection with Upon completing any assignment purchase pursuant to this Section 11.72.5 and upon executing a counterpart of this Agreement, each Replacement Lender shall become a Bank hereunder. The Borrowers shall provide replacement Notes to each Replacement Lender and to any non-Affected Bank making Loans pursuant to this Section 2.5 to reflect the Borrowers identity of, and/or the increased or the Purchasing new, respectively, Commitment of, each such non-Affected Bank shall pay to the Agent the administrative fee for processing such assignment referred to in Section 14.8or Replacement Lender, respectively.

Substitution of Banks. If (a) the obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to becomes an affected Bank under Section 11.3 8.01 or 11.4 or (b) any Bank has demanded compensation under Section 3.4(d8.02, (b) the Borrower has become obligated to pay any Taxes or other amounts to or for the account of any Bank pursuant to Section 8.03 (such Bank, in either clause (a) or (b), 11.1 or 11.5an “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 “Non-Consenting Bank”) whose consent is required has not been obtained, in each case, an then, with respect to each such Increased Cost Bank, Defaulting Bank or Non-Consenting Bank (each a “Affected Selling Bank”), then the Borrowers Borrower shall have the right (subject to Section 14.8 hereof)right, with the assistance of the Agent, to seek a substitute one or more banks or other institutions satisfactory to the Borrower and the Agent (collectively, the “Purchasing Banks”) willing to purchase the Selling Bank's Loans, its participation interests in any unpaid Reimbursement Obligations and Swingline Loans and assume the Commitment of the Selling Bank, all on the terms specified in this Section 8.06. The Selling Bank shall be obligated (and hereby irrevocably agrees) to sell its Loans and its participation interests in any unpaid Reimbursement Obligations and Swingline Loans to such Purchasing Bank or Banks (which may be include one or more of the Banks (Banks) in accordance with the “Purchasing Bank” or “Purchasing Banks”provisions of Section 9.06(c) to purchase the Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be and assume the Commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank. The Affected Bank 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 Commitments to such Purchasing Bank or Purchasing Banks within fifteen (15) 5 days after receiving notice from the Borrowers Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount thereofof Loans held by the Selling Bank and any amounts funded by the Selling Bank with respect to its participation interests in unpaid Reimbursement Obligations or Swingline Loans, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, the Borrowers Borrower shall pay to the Affected Selling Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Selling Bank within ten (10) at least two Business Days after prior to such sale, (i) the amount of any compensation indemnity which would be due to the Affected Selling Bank under Section 11.1 2.14 if the Borrowers Borrower had prepaid the outstanding EurocurrencyEuro-based Advances Dollar Loans of the Affected Selling Bank on the date of such sale and (ii) any additional compensation compensation, Taxes or other amounts accrued for its such Selling Bank's account under Sections 3.4(dSection 8.02 or Section 8.03, as applicable, to but excluding, said date (it being understood that the Selling Bank shall retain its right to be compensated after the date of such sale for any such accrued amounts remaining unpaid) and 11.5 shall pay to but excluding said datethe Agent the administrative fee referred to in Section 9.06(c). Upon such sale, the Purchasing Bank or Purchasing Banks shall assume the Affected Commitment of the Selling Bank’s commitment, and the Affected Selling 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 Bankand, as assignor, such Purchasing Bank, as assignee, the 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 Assignee hereunder and shall have all the rights and obligations of a Bank with a Revolving Credit Percentage Commitment equal to its ratable share the Commitment of the then applicable Revolving Credit Aggregate Commitment and the applicable Percentages of the Term Loan of the Affected Selling Bank. In connection with Upon the consummation of any assignment sale pursuant to this Section 11.78.06, the Borrowers or Selling Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, each Purchasing Bank receives a new Note. In the event such Selling Bank is a Non-Consenting Bank, each Purchasing Bank shall pay consent, at the time of such assignment, to each matter in respect of which such Selling Bank was a Non-Consenting Bank. Upon the prepayment of all amounts owing to any Selling Bank and the termination of such Selling Bank's Commitments, if any, such Selling Bank shall no longer constitute a “Bank” for purposes hereof; provided, any rights of such Selling Bank to indemnification hereunder and other rights of such Selling Bank which pursuant to the Agent express terms of this Agreement survive shall survive as to such Selling Bank. If the administrative fee for processing Selling Bank is also an LC Issuing Bank, its obligation to issue, amend, renew or extend Letters of Credit shall terminate concurrently with such assignment referred sale and its status as an LC Issuing Bank (but not its right to indemnification or such other rights hereunder) shall terminate when the LC Liabilities relating to 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 Section 14.8each case, in a manner satisfactory to the LC Issuing Bank.

Substitution of Banks. If (a) the obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (bi) any Bank has demanded compensation under Section 3.4(d8.03, (ii) the Borrower has become obligated to pay any Taxes or other amounts to or for the account of any Bank pursuant to Section 8.04 (such Bank, in either clause (i) or (ii), 11.1 or 11.5an “Increased Cost Bank”), (iii) any Bank has become a Defaulting Bank and has failed to cure its default within five days after the Borrower’s request that it cure such default or (iv) in connection with any proposed amendment, modification, termination, waiver or consent contemplated by Sections 9.05(ii) to 9.05(vi), inclusive, the consent of Required Banks shall have been obtained but the consent of one or more of such other Banks (each a “Non-Consenting Bank”) whose consent is required has not been obtained, in each case, an then, with respect to each such Increased Cost Bank, Defaulting Bank or Non-Consenting Bank (each a “Affected Selling Bank”), then the Borrowers Borrower shall have the right (subject to Section 14.8 hereof)right, with the assistance of the Agent, to seek a substitute one or more banks or other institutions satisfactory to the Borrower and the Agent (collectively, the “Purchasing Banks”) willing to purchase the Selling Bank’s Loans, its participation interests of any unpaid Reimbursement Obligations and Swingline Loans and assume the Commitment of the Selling Bank, all on the terms specified in this Section 8.06. The Selling Bank shall be obligated (and hereby irrevocably agrees) to sell its Loans and its participation interests in any unpaid Reimbursement Obligations and Swingline Loans to such Purchasing Bank or Banks (which may be include one or more of the Banks (Banks) in accordance with the “Purchasing Bank” or “Purchasing Banks”provisions of Section 9.06(c) to purchase the Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be and assume the Commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank. The Affected Bank 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 Commitments to such Purchasing Bank or Purchasing Banks within fifteen (15) 5 days after receiving notice from the Borrowers 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 the sale. In connection with any such sale, and as a condition thereof, the Borrowers Borrower shall pay to the Affected Selling Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Selling Bank within ten (10) at least two Domestic Business Days after prior to such sale, (i) the amount of any compensation indemnity which would be due to the Affected Selling Bank under Section 11.1 2.14 if the Borrowers Borrower had prepaid the outstanding Eurocurrency-based Advances Fixed Rate Loans of the Affected Selling Bank on the date of such sale and (ii) any additional compensation compensation, Taxes or other amounts accrued for its account under Sections 3.4(dSection 8.03 or 8.04, as applicable, to but excluding, said date (it being understood that the Selling Bank shall retain its right to be compensated after the date of such sale for any such accrued amounts remaining unpaid) and 11.5 shall pay to but excluding said datethe Agent the administrative fee referred to in Section 9.06(c). Upon such sale, the Purchasing Bank or Purchasing Banks shall assume the Affected Commitment of the Selling Bank’s commitment, and the Affected Selling 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 Bankand, as assignor, such Purchasing Bank, as assignee, the 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 Assignee hereunder and shall have all the rights and obligations of a Bank with a Revolving Credit Percentage Commitment equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment and the applicable Percentages of the Term Loan of the Affected Selling Bank. In connection with Upon the consummation of any assignment sale pursuant to this Section 11.78.06, the Borrowers or Selling Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, each Purchasing Bank receives a new Note. In the event such Selling Bank is a Non-Consenting Bank, each Purchasing Bank shall pay consent, at the time of such assignment, to each matter in respect of which such Selling Bank was a Non-Consenting Bank. Upon the prepayment of all amounts owing to any Selling Bank and the termination of such Selling Bank’s Commitments, if any, such Selling Bank shall no longer constitute a “Bank” for purposes hereof; provided, any rights of such Selling Bank to indemnification hereunder shall survive as to such Selling Bank. If the Selling Bank is also an LC Issuing Bank, its obligation to issue, amend, renew or extend Letters of Credit shall terminate concurrently with such sale and its status as an LC Issuing Bank (but not its right to indemnification hereunder) shall terminate when the LC Liabilities relating to all Letters of Credit issued by it have been reduced to zero or have been fully cash collateralized or supported by other letters of credit, in each case, in a manner satisfactory to the Agent the administrative fee for processing such assignment referred to in Section 14.8LC Issuing Bank.

Substitution of Banks. If (a) the obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (bi) any Bank has demanded compensation under Section 3.4(d), 11.1 Clause 2.5 or 11.5, (in each case, an “Affected Bank”), then ii) the Borrowers Obligors are obligated to replace a Bank pursuant to clause (x) of Clause 2.6(a) the Obligors shall have the right right, upon twenty (subject 20) Business Days' prior notice to Section 14.8 hereofsuch Bank (or five Business Days' prior notice in the case of any substitution pursuant to the foregoing clause (ii)), with the assistance of the Agent, to seek a substitute Bank cause one or Banks 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 “Purchasing Bank” or “Purchasing Banks”) to purchase the Advances written acknowledgment of the Revolving CreditAgent, Swing Line and/or the Term Loan, as the case may be and to assume the Commitments obligations of the Bank to be replaced (including without limitation its participations in Swing Line Advances and Letters of Creditthe "Old Bank(s)") under this Agreement and, if required by the Beneficiary, to issue (together with the other Banks hereto) a letter of such Affected Bank. The Affected Bank shall be obligated to sell its Advances credit in the form of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be, and assign its Commitments to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from the Borrowers requiring it to do so, at Amended Letter of Credit then outstanding but in an aggregate price amount equal to the outstanding principal amount thereofStated Amount then in effect. If one or more such banks in each case acceptable to the Beneficiary are identified by the Obligors and, plus unpaid interest accrued thereon up 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 issuance pursuant to a written instrument. Upon (i) the execution and delivery of such instrument by the Obligors, the Banks, and the Agent, (ii) the return by the Beneficiary of the Amended Letter of Credit, (iii) the execution and delivery to the Beneficiary of a new letter of credit by the Banks (including the new banks but excluding the date of Old Banks) and (iv) payment by the sale. In connection with any such sale, and as a condition thereof, new banks (the Borrowers shall pay "Substitution Banks") to the Affected Bank Old Banks of all accrued fees accrued for its account hereunder to but excluding the date of such saleassumption and issuance, plus, each of such Substitution Banks shall become a bank party to this Agreement (if demanded by the Affected Bank within ten (10it is not already a party hereto) 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 Borrowers had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on and shall from the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(d) 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 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 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 substitution have all the rights and obligations of a Bank with a Revolving Letter of Credit Amount and Percentage equal to its ratable share Share (which, if such Substitution Bank is already a party hereto, shall take into account such Substitution Bank's existing Letter of the then applicable Revolving Credit Aggregate Commitment Amount and Percentage Share) and the applicable Percentages Old Bank shall from date of such substitution be released from its obligations under this Agreement and the Term Loan Amended Letter of Credit, and no further consent or action by any other Person shall be required; provided that on the Affected Bankdate of such assumption and issuance (x) all amounts payable under Clause 2.3 shall have been paid in full and (y) no Event of Default shall have occurred and be continuing on such date. In connection with any assignment the event that there is more than one Bank party hereto and the entity which is the Agent, in its capacity as a Bank, is required to transfer all of its rights and obligations hereunder pursuant to this Section 11.7Clause 2.7, the Borrowers or Agent shall, promptly upon the Purchasing 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 pay (subject to the Agent consent of the administrative fee for processing such assignment referred Obligors), have the right to appoint another Bank as successor Agent, all in Section 14.8accordance with Clause 12.11.

Substitution of Banks. If (a) the obligation of any Bank to make Eurocurrency-based Advances has been suspended one or more Banks requests compensation pursuant to Section 11.3 2.14 or 11.4 declares a Eurodollar Event pursuant to Section 2.13 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 (b) any such request, declaration or withholding is herein called a “Substitution Event” and any such Bank has demanded compensation under Section 3.4(d), 11.1 or 11.5, (in each case, is herein called an “Affected Bank”), then ) the Borrowers shall have Borrower may give notice to such Affected Bank (with a copy to the right (subject to Section 14.8 hereof), with Agent and the assistance of the Agent, Funds Administrator) that it wishes to seek a substitute Bank one or Banks more Eligible Assignees (which may be one or more of the Banks (other Banks) to assume the “Purchasing Bank” or “Purchasing Banks”) Commitment of such Affected Bank and to purchase the Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be and assume the Commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement Loans of such Affected BankBank and the other interests of such Affected Bank in the Loan Documents (collectively, the “Affected Interests”). The Each Affected Bank agrees to sell all of its Affected Interests pursuant to Section 9.02 to any such Eligible Assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on the Loans of such Affected Bank and 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 be obligated have no further Commitment or other obligation to sell its Advances of the Revolving CreditBorrower under the Loan Documents. Notwithstanding the foregoing, Swing Line and/or the Term Loan, as Borrower may not replace any Affected Bank if (a) the case may be, and assign its Commitments to such Purchasing Bank or Purchasing Banks within fifteen involved in such Substitution Event have aggregate Commitment Percentages in excess of thirty five percent (1535%) 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 sale. In connection with any such sale, and as a condition thereof, the 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 or (10) Business Days after such sale, (ib) the amount of any compensation which would be due Borrower does not seek to the Affected replace each Bank under Section 11.1 if the Borrowers had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of involved in such sale and (ii) any additional compensation accrued for its account under Sections 3.4(d) 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 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 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 and the applicable Percentages of the Term Loan of the Affected Bank. In connection with any assignment pursuant to this Section 11.7, the Borrowers or the Purchasing Bank shall pay to the Agent the administrative fee for processing such assignment referred to in Section 14.8Substitution Event.

Substitution of Banks. If (ai) the obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 12.3 or 11.4 or Section 12.4 (bii) any Bank has demanded compensation under Section 3.4(d)12.5, 11.1 12.7 or 11.53.4(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 Bank”Lender"), then the Borrowers shall have the right (subject to Section 14.8 hereof)right, with the assistance of the Agent, to seek a substitute Bank lender or Banks lenders (which may be one or more of the Banks (the “"Purchasing Bank” Lender" or “"Purchasing Banks”Lenders") to purchase the Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be Notes and assume the Commitments commitment (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected BankLender. The Affected Bank Lender shall be obligated to sell its Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be, Notes and assign its Commitments commitment to such Purchasing Bank Lender or Purchasing Banks Lenders within fifteen (15) days after receiving notice from the Borrowers requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, 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, the Borrowers shall pay to the Affected Bank Lender 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) Lender at least two Business Days after prior to such sale, (i) the amount of any compensation which would be due to the Affected Bank Lender under Section 11.1 12.1 if the Borrowers had have prepaid the outstanding Eurocurrency-based Advances of the Affected Bank Lender on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(dSection 12.5, 12.7 or 3.4(b) and 11.5 to but excluding said date. Upon such sale, the Purchasing Bank Lender or Purchasing Banks Lenders shall assume the Affected Bank’s commitment, Lender's commitment and the Affected Bank Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Bank Lender is not already one of the Banks, the Affected BankLender, as assignor, such Purchasing BankLender, as assignee, the Borrowers and the Agent, shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Bank 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 Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment and the applicable Percentages of the Term Loan of the Affected BankLender. In connection with any assignment pursuant to this Section 11.712.8, the Borrowers or the Purchasing Bank 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 Borrowers shall make appropriate arrangements so that, if required, each Purchasing Lender receives new Notes, as applicable.

Substitution of Banks. If (a) the obligation of any Bank (an "Affected Bank") (1) makes demand upon Borrower for (or if Borrower is otherwise required to make Eurocurrency-based Advances has been suspended pay) Additional Costs pursuant to Section 11.3 or 11.4 3.01 or (b2) any Bank has demanded compensation under is unable to make or maintain a LIBOR Loan or LIBOR Bid Rate Loan as a result of a condition described in Section 3.4(d)3.03 or clause (2) of Section 3.02, 11.1 or 11.5Borrower may, within ninety (in each case, an “Affected Bank”), then the Borrowers shall have the right (subject to Section 14.8 hereof), with the assistance 90) days of the Agent, to seek a substitute Bank or Banks (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 Term Loan, as the case may be and assume the Commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement receipt of such Affected Bank. The Affected Bank shall demand or notice (or the occurrence of such other event causing Borrower to be obligated required to sell its Advances pay Additional Costs or causing said Section 3.03 or clause (2) of the Revolving Credit, Swing Line and/or the Term LoanSection 3.02 to be applicable), as the case may be, give written notice (a "Replacement Notice") to Administrative Agent and to each Bank of Borrower's intention either (x) to prepay in full the Affected Bank's Note and to terminate the Affected Bank's entire Loan Commitment or (y) to replace the Affected Bank with another financial institution (the "Replacement Bank") designated in such Replacement Notice. In the event Borrower opts to give the notice provided for in clause (x) above, and if the Affected Bank shall not agree within thirty (30) days of its receipt thereof to waive the payment of the Additional Costs in question or the effect of the circumstances described in Section 3.03 or clause (2) of Section 3.02, then, so long as no Default or Event of Default shall exist, Borrower may (notwithstanding the provisions of clause (2) of Section 2.10(a)) terminate the Affected Bank's entire Loan Commitment, provided that in connection therewith it pays to the Affected Bank all outstanding principal and accrued and unpaid interest under the Affected Bank's Note, together with all other amounts, if any, due from Borrower to the Affected Bank, including all amounts properly demanded and unreimbursed under Sections 3.01 and 3.05. In the event Borrower opts to give the notice provided for in clause (y) above, and if (i) Administrative Agent shall, within thirty (30) days of its receipt of the Replacement Notice, notify Borrower and each Bank in writing that the Replacement Bank is reasonably satisfactory to Administrative Agent and (ii) the Affected Bank shall not, prior to the end of such thirty (30)-day period, agree to waive the payment of the Additional Costs in question or the effect of the circumstances described in Section 3.03 or clause (2) of Section 3.02, then the Affected Bank shall, so long as no Default or Event of Default shall exist, assign its Commitments Note and all of its rights and obligations under this Agreement to the Replacement Bank, and the Replacement Bank shall assume all of the Affected Bank's rights and obligations, pursuant to an agreement, substantially in the form of an Assignment and Assumption Agreement, executed by the Affected Bank and the Replacement Bank. In connection with such Purchasing assignment and assumption, the Replacement Bank or Purchasing Banks within fifteen (15) days after receiving notice from shall pay to the Borrowers requiring it to do so, at Affected Bank an aggregate price amount equal to the outstanding principal amount thereofunder the Affected Bank's Note plus all interest accrued thereon, plus unpaid interest accrued thereon up all other amounts, if any (other than the Additional Costs in question), then due and payable to but excluding the date of the sale. In connection Affected Bank; provided, however, that prior to or simultaneously with any such saleassignment and assumption, and as a condition thereof, the Borrowers Borrower shall pay have paid to the such Affected Bank all fees accrued for its account hereunder to but excluding amounts properly demanded and unreimbursed under Sections 3.01 and 3.05. Upon the effective 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 11.1 if the Borrowers had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale assignment and (ii) any additional compensation accrued for its account under Sections 3.4(d) and 11.5 to but excluding said date. Upon such saleassumption, the Purchasing Replacement Bank or Purchasing Banks shall assume become a Bank Party to this Agreement and shall have all the Affected Bank’s commitmentrights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the Affected Bank shall be released from its obligations hereunder to a corresponding extent. If hereunder, and no further consent or action by 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 14.8 hereof, whereupon such Purchasing Bank party shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all required. Upon the rights and obligations consummation 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 Loan of the Affected Bank. In connection with any assignment pursuant to this Section, a substitute Ratable Loan Note (and, if applicable, Swing Loan Note) shall be issued to the Replacement Bank by Borrower, in exchange for the return of the Affected Bank's Ratable Loan Note (and, if applicable, Swing Loan Note). The obligations evidenced by such substitute note shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents. In connection with Borrower's execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent evidence, satisfactory to Administrative Agent, of all requisite corporate action to authorize Borrower's execution and delivery of the substitute notes and any related documents. If the Replacement Bank is not incorporated under the Laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 11.7, the Borrowers or the Purchasing 10.13. Each Replacement Bank shall pay be deemed to have made the representations contained in, and shall be bound by the provisions of, Section 10.13. Borrower, Administrative Agent and the Banks shall execute such modifications to the Agent Loan Documents as shall be reasonably required in connection with and to effectuate the administrative fee for processing such assignment referred to in Section 14.8foregoing.