Common use of Substitution or Removal of Lenders Clause in Contracts

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender shall give notice to the Borrower that such Lender is entitled to receive payments under Section 10.1 or 10.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 12.9(b), the consent of the Agent and the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained (a “Non-Consenting Lender”); then, with respect to each such Lender (an “Affected Lender”), the Borrower or Agent may, by giving written notice to the Borrower and any Affected Lender of its election to do so, elect to cause such Affected Lender (and such Affected Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Affected Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Affected Lender and (B) an amount equal to all accrued, but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on the date of such assignment,

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Eurodollar-based Advances has been suspended pursuant to receive payments under Section 10.1 11.3 or 10.411.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 3.4(c), and 11.5 or 11.6, (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (civ) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Borrower applicable Agent or Agent the Borrowers may, by giving written notice to at the Borrower and any Borrowers’ sole expense, require the Affected Lender to sell and assign all of its election interests, rights and obligations under this Agreement, including, without limitation, its commitments, to an assignee (which may be one or more of the Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice from the applicable Borrower(s) requiring it to do so, elect for an aggregate price equal to cause such Affected Lender (the sum of the portion of all Advances made by it, interest and such Affected Lender hereby irrevocably agrees) to assign fees accrued for its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on account through but excluding the date of such assignmentpayment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the Replacement amount of any compensation that due to the Affected Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the applicable Borrower(s) and the applicable Agent, shall enter into an Assignment Agreement pursuant to Section 13.9 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a US Revolving Credit Percentage and/or a Canadian Revolving Credit Percentage, as the case may be, equal to its ratable share of the then applicable US Revolving Credit Aggregate Commitment and/or Canadian Revolving Credit Aggregate Commitment, as applicable and the applicable Percentages of the Term Loan of the Affected Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the applicable Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the US Lenders hereby irrevocably constitutes and appoints the US Agent and each of the Canadian Lenders hereby irrevocably constitutes and appoints the Canadian Agent, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.13, the Borrowers or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.9. (b) If any Lender is an Affected Lender of the type described in Section 13.13(a)(iii) or (iv) (any such Lender, a “Non-Compliant Lender”), the applicable Borrower(s) may, with the prior written consent of the applicable Agent, and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce any commitments by an amount equal to the sum Non-Compliant Lender’s Percentage of (A) the commitment of such Non-Compliant Lender and repay such Non-Compliant Lender an amount equal to the principal ofamount of all Advances owing to it, all interest and fees accrued for its account through but excluding the date of such repayment, and all accrued interest onother amounts payable to it hereunder (including without limitation, all outstanding Loans if demanded by the Non-Compliant Lender, the amount of any compensation that due to the Non-Compliant Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of commitments and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender shall be reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective US Revolving Credit Percentages and Canadian Revolving Credit Percentages, but only to the extent that the sum of the Affected aggregate principal amount of all US Revolving Credit Advances and/or Canadian Revolving Credit Advances, as the case may be, made by each such Lender, plus such Lender’s Percentage of the aggregate outstanding principal amount of Swing Line Advances and Letter of Credit Obligations prior to giving effect to such reallocation plus such Lender’s Percentage of the Fronting Exposure to be reallocated does not exceed such Lender’s Percentage of the US Revolving Credit Aggregate Commitment and /or the Canadian Revolving Credit Aggregate Commitment, as applicable, and with respect to any portion of the Fronting Exposure that may not be reallocated, the US Borrowers shall deliver to the US Agent, for the benefit of the US Issuing Lender and/or US Swing Line Lender, as applicable, and the Canadian Borrowers shall deliver to the Canadian Agent, for the benefit of the Canadian Issuing Lender and/or Canadian Swing Line Lender, as applicable, cash collateral or other security satisfactory to the applicable Agent, with respect any such remaining Fronting Exposure. (Bc) an amount equal If any Lender is a Non-Compliant Lender, the US Borrowers may, notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to repay all accrued, but theretofore unpaid fees amounts owing to such Affected a Non-Compliant Lender pursuant in connection with the Term Loans, so long as (i) no Default or Event of Default exists at the time of such repayment and (ii) after giving effect to any reduction in the Fee Letter; US Revolving Credit Aggregate Commitment, payments on the US Revolving Credit under clause (2b) above and payments on the Term Loan under this clause (c), the US Borrowers shall have availability, on the date of the repayment, to borrow additional US Revolving Credit Advances under the US Revolving Credit Aggregate Commitment of at least US$5,000,000 (after taking into account the sum on such assignment,date of the outstanding principal amount of all US Revolving Credit Advances, US Swing Line Advances and US Letter of Credit Obligations).

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Eurodollar-based Advances has been suspended pursuant to receive payments under Section 10.1 11.3 or 10.411.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 3.4(c), and 11.5 or 11.6, (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (civ) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Agent or the Borrower or Agent may, by giving written at the Borrower’s sole expense, require the Affected Lender to sell and assign all of its interests, rights and obligations under this Agreement, including, without limitation, its Commitments, to an assignee (which may be one or more of the Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice to from the Borrower and any Affected Lender of its election requiring it to do so, elect for an aggregate price equal to cause such Affected Lender (the sum of the portion of all Advances made by it, interest and such Affected Lender hereby irrevocably agrees) to assign fees accrued for its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on account through but excluding the date of such assignmentpayment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the Replacement amount of any compensation then due to the Affected Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment of the Affected Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8. (b) If any Lender is an Affected Lender of the type described in Section 13.12(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), the Borrower may, with the prior written consent of the Agent, and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce any Commitments by an amount equal to the sum Non-Compliant Lender’s Percentage of (A) the Commitment of such Non-Compliant Lender and repay such Non-Compliant Lender an amount equal to the principal of, and amount of all accrued interest onAdvances owing to it, all outstanding Loans of the Affected Lender interest and (B) an amount equal to all accrued, fees accrued for its account through but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on excluding the date of such assignment,repayment, and all other amounts payable to it hereunder (including without limitation, if demanded by the Non-Compliant Lender, the amount of any compensation then due to the Non-Compliant Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of Commitments and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender shall be reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the extent that the sum of the aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lender’s Percentage of the aggregate outstanding principal amount of Swing Line Advances and Letter of Credit Obligations prior to giving effect to such reallocation plus such Lender’s Percentage of the Fronting Exposure to be reallocated does not exceed such Lender’s Percentage of the Revolving Credit Aggregate Commitment, and with respect to any portion of the Fronting Exposure that may not be reallocated, the Borrower shall deliver to the Agent, for the benefit of the Issuing Lender and/or Swing Line Lender, as applicable, cash collateral or other security satisfactory to the Agent, with respect any such remaining Fronting Exposure.

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Eurodollar-based Advances has been suspended pursuant to receive payments under Section 10.1 11.3 or 10.411.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 3.4(c), and 11.1, 11.5, 11.6 or 11.10, (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (civ) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Agent or the Borrower or Agent may, by giving written at the Borrower’s sole expense, require the Affected Lender to sell and assign all of its interests, rights and obligations under this Agreement, including, without limitation, its Commitments, to an assignee (which may be one or more of the Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within five (5) Business Days after receiving notice to from the Borrower and any Affected Lender of its election requiring it to do so, elect for an aggregate price equal to cause such Affected Lender (the sum of the portion of all Advances made by it, interest and such Affected Lender hereby irrevocably agrees) to assign fees accrued for its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on account through but excluding the date of such assignmentpayment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the Replacement amount of any compensation that due to the Affected Lender under Sections 3.4(c), 11.1, 11.5, 11.6 and 11.10 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender 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 Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within five (5) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8. (b) If any Lender is an Affected Lender of the type described in Section 13.12(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), the Borrower may, with the prior written consent of the Agent, and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce any Commitments by an amount equal to the sum Non-Compliant Lender’s Percentage of (A) the Commitment of such Non-Compliant Lender and repay such Non-Compliant Lender an amount equal to the principal ofamount of all Advances owing to it, all interest and fees accrued for its account through but excluding the date of such repayment, and all accrued interest onother amounts payable to it hereunder (including without limitation, all outstanding Loans if demanded by the Non-Compliant Lender, the amount of any compensation that due to the Non-Compliant Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of Commitments and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender shall be reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the extent that the sum of the Affected aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lender’s Percentage of the aggregate outstanding principal amount of Swing Line Advances and Letter of Credit Obligations prior to giving effect to such reallocation plus such Lender’s Percentage of the Fronting Exposure to be reallocated does not exceed such Lender’s Percentage of the Revolving Credit Aggregate Commitment, and with respect to any portion of the Fronting Exposure that may not be reallocated, the Borrower shall deliver to the Agent, for the benefit of the Issuing Lender and and/or Swing Line Lender, as applicable, cash collateral or other security satisfactory to the Agent, with respect any such remaining Fronting Exposure. (Bc) an amount equal If any Lender is a Non-Compliant Lender, the Borrower may, notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to repay all accrued, but theretofore unpaid fees amounts owing to such Affected a Non-Compliant Lender pursuant in connection with the Term Loans and/or Draw-To Term Loans, so long as (i) no Default or Event of Default exists at the time of such repayment and (ii) after giving effect to any reduction in the Fee Letter; Revolving Credit Aggregate Commitment, payments on the Revolving Credit under clause (2b) above and payments on the Term Loans and Draw-To Term Loans under this clause (c), the Borrower shall have availability, on the date of the repayment, to borrow additional Revolving Credit Advances under the Revolving Credit Aggregate Commitment of at least $5,000,000 (after taking into account the sum on such assignment,date of the outstanding principal amount of all Revolving Credit Advances, Swing Line Advances and Letter of Credit Obligations).

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender shall give notice to the Borrower that such Lender is entitled to receive payments under Section 10.1 or 10.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 12.9(b), the consent of the Agent and the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained (a “Non-Consenting Lender”); then, with respect to each such Lender (an “Affected Lender”), the Borrower or Agent may, by giving written notice to the Borrower and any Affected Lender of its election to do so, elect to cause such Affected Lender (and such Affected Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Affected Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Affected Lender and (B) an amount equal to all accrued, but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on the date of such assignment,, the Borrower shall pay any amounts payable to such Affected Lender pursuant to Section 10.1 or 10.4; and (3) in the event such Affected Lender is a Non- Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Affected Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Affected Lender, such Affected Lender shall no longer constitute a “Lender” for

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Eurodollar-based Advances has been suspended pursuant to receive payments under Section 10.1 11.3 or 10.411.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 3.4(c), and 11.5 or 11.6, (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (civ) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Agent or the Borrower or Agent may, by giving written at the Borrower’s sole expense, require the Affected Lender to sell and assign all of its interests, rights and obligations under this Agreement, including, without limitation, its Commitments, to an assignee (which may be one or more of the Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice to from the Borrower and any Affected Lender of its election requiring it to do so, elect for an aggregate price equal to cause such Affected Lender (the sum of the portion of all Advances made by it, interest and such Affected Lender hereby irrevocably agrees) to assign fees accrued for its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on account through but excluding the date of such assignmentpayment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the Replacement amount of any compensation that due to the Affected Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.7 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment and the applicable Percentages of the Term Loans of the Affected Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.11, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.7. (b) If any Lender is an Affected Lender of the type described in Section 13.11(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), the Borrower may, with the prior written consent of the Agent, and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce any Commitments by an amount equal to the sum Non-Compliant Lender’s Percentage of (A) the Commitment of such Non-Compliant Lender and repay such Non-Compliant Lender an amount equal to the principal ofamount of all Advances owing to it, all interest and fees accrued for its account through but excluding the date of such repayment, and all accrued interest onother amounts payable to it hereunder (including without limitation, all outstanding Loans if demanded by the Non-Compliant Lender, the amount of any compensation due to the Non-Compliant Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of Commitments and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender shall be reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the extent that the sum of the Affected aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lender’s Percentage of the aggregate outstanding principal amount of Swing Line Advances and Letter of Credit Obligations prior to giving effect to such reallocation plus such Lender’s Percentage of the Fronting Exposure to be reallocated does not exceed such Lender’s Percentage of the Revolving Credit Aggregate Commitment, and with respect to any portion of the Fronting Exposure that may not be reallocated, the Borrower shall deliver to the Agent, for the benefit of the Issuing Lender and and/or Swing Line Lender, as applicable, cash collateral or other security satisfactory to the Agent, with respect any such remaining Fronting Exposure. (Bc) an amount equal If any Lender is a Non-Compliant Lender, the Borrower may, notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to repay all accrued, but theretofore unpaid fees amounts owing to such Affected a Non-Compliant Lender pursuant in connection with the Term Loans, so long as (i) no Default or Event of Default exists at the time of such repayment and (ii) after giving effect to any reduction in the Fee Letter; Revolving Credit Aggregate Commitment, payments on the Revolving Credit under clause (2b) above and payments on the Term Loans under this clause (c), the Borrower shall have availability, on the date of the repayment, to borrow additional Revolving Credit Advances under the Revolving Credit Aggregate Commitment of at least Two Hundred Fifty Thousand Dollars ($250,000) (after taking into account the sum on such assignment,date of the outstanding principal amount of all Revolving Credit Advances, Swing Line Advances and Letter of Credit Obligations).

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Advances has been suspended pursuant to receive payments under Section 10.1 9.2 or 10.49.3, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 9.3 or 9.4, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (civ) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Agent or the Borrower or Agent may, by giving written at the Borrower’s sole expense, require the Affected Lender to sell and assign all of its interests, rights and obligations under this Agreement, including, without limitation, its Commitments, to an Eligible Assignee (which may be one or more of the Lenders) (such Eligible Assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice to from the Borrower and any Affected Lender of its election requiring it to do so, elect for an aggregate price equal to cause such Affected Lender (the sum of the portion of all Advances made by it, interest and such Affected Lender hereby irrevocably agrees) to assign fees accrued for its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on account through but excluding the date of such assignmentpayment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the Replacement amount of any compensation that due to the Affected Lender under Sections 9.3 and 9.4 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 11.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 11.12, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 11.8. (b) If any Lender is an Affected Lender of the type described in Section 11.12(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), the Borrower may, with the prior written consent of the Agent, and notwithstanding Section 8.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce any Commitments by an amount equal to the sum Non-Compliant Lender’s Percentage of (A) the Commitment of such Non-Compliant Lender and repay such Non-Compliant Lender an amount equal to the principal of, and amount of all accrued interest onAdvances owing to it, all outstanding Loans of the Affected Lender interest and (B) an amount equal to all accrued, fees accrued for its account through but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on excluding the date of such assignment,repayment, and all other amounts payable to it hereunder (including without limitation, if demanded by the Non-Compliant Lender, the amount of any compensation that due to the Non-Compliant Lender under Sections 9.3 or 9.4 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of Commitments and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender shall be reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the extent that the sum of the aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lender’s Percentage of the aggregate outstanding principal amount of Swing Line Advances prior to giving effect to such reallocation plus such Lender’s Percentage of the Fronting Exposure to be reallocated does not exceed such Lender’s Percentage of the Revolving Credit Aggregate Commitment, and with respect to any portion of the Fronting Exposure that may not be reallocated, the Borrower shall deliver to the Agent, for the benefit of the Swing Line Lender, as applicable, cash collateral or other security satisfactory to the Agent, with respect any such remaining Fronting Exposure.

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Eurodollar-based Advances has been suspended pursuant to receive payments under Section 10.1 11.3 or 10.411.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 3.4(c), and 11.5 or 11.6, (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (civ) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), the then Agent or Borrower or Agent may, by giving written notice to at Borrower’s sole expense, require the Borrower and any Affected Lender to sell and assign all of its election interests, rights and obligations under this Agreement, including, without limitation, its Commitments, to an assignee (which may be one or more of the Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice from Borrower requiring it to do so, elect to cause such Affected Lender (and such Affected Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Affected Lender for an amount aggregate price equal to the sum of (A) an amount equal to the principal ofportion of all Advances made by it, interest and all fees accrued interest on, all outstanding Loans of the Affected Lender and (B) an amount equal to all accrued, for its account through but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on excluding the date of such assignment,payment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the amount of any compensation that due to the Affected Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, Borrower and Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12, Borrower or the Purchasing Lender shall pay to Agent the administrative fee for processing such assignment referred to in Section 13.8. (b) If any Lender is an Affected Lender of the type described in Section 13.12(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), Borrower may, with the prior written consent of Agent, and notwithstanding

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: If (a) ) the obligation of any Lender to make Eurodollar-based Advances has been suspended pursuant to Section 11.3 or 11.4, (ib) any Lender shall give notice to has demanded compensation under Sections 3.4(c), 11.5 or 11.6, (c) any Lender has become an Impaired Lender or has not approved an amendment, waiver or other modification of this Agreement, if such amendment, waiver or modification has been approved by the Borrower that Majority Lenders and the consent of such Lender is entitled required or (d) a Borrower is required to receive make additional payments to or on account of Lender (or permitted assignee) under Section 10.1 or 10.4, (ii10.1(d) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default solely as a result of which it has become a Defaulting Lender within five Business Days change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority that occurred after the Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 12.9(b), the consent of the Agent and the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained (a “Non-Consenting Lender”); then, with respect to each date on which such Lender (or permitted assignee) first became a party to this Agreement (and the assignment below shall result in a reduction in the amount of the payments otherwise required to be made by the applicable Borrowers thereunder) (in each case, an “Affected Lender”), then the Borrower Borrowers shall have the following rights in addition to any other rights or Agent remedies it may have hereunder: (i) Subject to Section 13.8 hereof, the Borrowers may, by giving written notice with the assistance of the Agent, seek a substitute Lender or Lenders (which may be one or more of the Lenders (the “Purchasing Lender” or “Purchasing Lenders”) to purchase the Borrower Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be and any assume the Revolving Credit Aggregate Commitment (including without limitation the participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Lender, and require the Affected Lender to sell its Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be, and assign its election Revolving Credit Aggregate Commitment to such Purchasing Lender or Purchasing Lenders within two (2) Business Days after receiving notice from the Borrowers requiring it to do so, elect at an aggregate price equal to cause the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale, payable (in immediately available funds) in cash. In connection with any such sale, and as a condition thereof, the Borrowers shall pay to the Affected Lender (and all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender hereby irrevocably agreeswithin ten (10) Business Days after such sale, (x) the amount of any compensation which would be due to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) under Section 11.1 if the Borrowers had prepaid the outstanding Eurodollar-based Advances of the Affected Lender on the date of such assignmentsale (unless such Affected Lender is an Impaired Lender, in which case no such compensation shall be due) and (y) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.6 to but excluding said date. Upon such sale, the Replacement Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrowers and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender 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 Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver an Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12, the Borrowers or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8; and (ii) With respect to any Affected Lender that is an amount equal to Impaired Lender, the sum of (A) an amount equal to Borrowers may, with the principal of, and all accrued interest on, all outstanding Loans prior written consent of the Affected Lender Agent and the other Lenders (Bexcluding any Impaired Lender) an amount equal to all accrued, but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on the date of such assignment,and notwithstanding

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Eurodollar-based Advances has been suspended pursuant to receive payments under Section 10.1 11.3 or 10.411.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 3.4(c), and 11.5 or 11.6, (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (civ) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Borrower Agent or Agent the Borrowers may, by giving written notice to at the Borrower and any Borrowers' sole expense, require the Affected Lender to sell and assign all of its election interests, rights and obligations under this Agreement, including, without limitation, its Commitments, to an assignee (which may be one or more of the Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice from the Borrowers requiring it to do so, elect for an aggregate price equal to cause such Affected Lender (the sum of the portion of all Advances made by it, interest and such Affected Lender hereby irrevocably agrees) to assign fees accrued for its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on account through but excluding the date of such assignmentpayment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the Replacement amount of any compensation that due to the Affected Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrowers and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment of the Affected Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender's attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12, the Borrowers or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8. (b) If any Lender is an Affected Lender of the type described in Section 13.12(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), the Borrowers may, with the prior written consent of the Agent, and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce any Commitments by an amount equal to the sum Non-Compliant Lender's Percentage of (A) the Commitment of such Impaired Lender and repay such Non-Compliant Lender an amount equal to the principal of, and amount of all accrued interest onAdvances owing to it, all outstanding Loans of the Affected Lender interest and (B) an amount equal to all accrued, fees accrued for its account through but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on excluding the date of such assignment,repayment, and all other amounts payable to it hereunder (including without limitation, if demanded by the Non-Compliant Lender, the amount of any compensation that due to the Non-Compliant Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of Commitments and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender shall be reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the extent that the sum of the aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lender's Percentage of the aggregate outstanding principal amount of Swing Line Advances and Letter of Credit Obligations prior to giving effect to such reallocation plus such Lender's Percentage of the Fronting Exposure to be reallocated does not exceed such Lender's Percentage of the Revolving Credit Aggregate Commitment, and with respect to any portion of the Fronting Exposure that may not be reallocated, the Borrowers shall deliver to the Agent, for the benefit of the Issuing Lender and/or Swing Line Lender, as applicable, cash collateral or other security satisfactory to the Agent, with respect any such remaining Fronting Exposure.

Substitution or Removal of Lenders. Anything contained herein (a) If any Lender has demanded compensation under Sections 3.4(c), 11.5 or 11.6, then such Lender shall (at the request of the Borrower) use reasonable efforts to the contrary notwithstandingdesignate a different lending office for funding or booking its Advances hereunder (or issuing or maintaining, or participating in, any Letters of Credit hereunder) or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the event that: (a) judgment of such Lender, such designation or assignment (i) any Lender shall give notice would eliminate or reduce amounts payable pursuant to Sections 3.4(c), 11.5 or 11.6, as the Borrower that such Lender is entitled to receive payments under Section 10.1 or 10.4case may be, (ii) in the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lenderfuture, and (ii) would not subject such Defaulting Lender shall fail to cure the default as any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) [(a) ]With respect to any Lender (i) [whose obligation to make Eurodollar-based Advances has been suspended pursuant to Section 11.3 or 11.4, (ii) ]that has demanded compensation under Sections 3.4(c), 11.5 or 11.6[, (iii) that] and has declined or is unable to designate a result of which it different lending office in accordance with Section 13.12(a), (ii) that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (c[iv]iii) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof as contemplated by Section 12.9(b), Loan Document that requires the consent of the Agent all Lenders or all affected Lenders in accordance with Section 13.10 and as to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Borrower Agent or Agent may, by giving written (upon notice to the Agent) the Borrower and any may, at the Borrower’s sole expense, require the Affected Lender to sell and assign all of its election interests, rights and obligations under this Agreement and the other Loan Documents, including, without limitation, its Commitments, to an [assignee]Eligible Assignee (which may be one or more of the Lenders) (such [assignee]Eligible Assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice from the Borrower requiring it to do so, elect to cause such Affected Lender (and such Affected Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Affected Lender for an amount aggregate price equal to the sum of (A) an the [portion]outstanding principal amount equal to the principal ofof all Advances made by it, interest and all fees accrued interest on, all outstanding Loans of the Affected Lender and (B) an amount equal to all accrued, for its account through but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on excluding the date of such assignment,payment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the amount of any compensation [that]then due to the Affected Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender 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 Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12(b), (I) the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8[.], (II) in the case of any such assignment resulting from a demand for compensation under clause (i) above, such assignment will result in a reduction in such compensation or payments thereafter, and (III) in the case of any assignment resulting from a Lender failing to consent under clause (iii) above, the applicable assignee shall have consented to the applicable amendment, waiver or modification. A Lender shall not be required to make any such assignment pursuant to this Section 13.12(b) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to apply.

Substitution or Removal of Lenders. Anything contained herein With respect to the contrary notwithstanding, in the event that: (a) any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Advances has been suspended pursuant to receive payments under Section 10.1 9.1 or 10.49.3, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 9.4 or 9.5, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (civ) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Agent or the Borrower or Agent may, by giving written at the Borrower’s sole expense, require the Affected Lender to sell and assign all of its interests, rights and obligations under this Agreement, including, without limitation, its Commitments, to an Eligible Assignee (which may be one or more of the Lenders) (such Eligible Assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice to from the Borrower and any Affected Lender of its election requiring it to do so, elect for an aggregate price equal to cause such Affected Lender (the sum of the portion of all Advances made by it, interest and such Affected Lender hereby irrevocably agrees) to assign fees accrued for its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on account through but excluding the date of such assignmentpayment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the Replacement amount of any compensation that due to the Affected Lender under Sections 9.4 or 9.5 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 11.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Xxxxxx’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the 4854-1287-6893.v9 Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 11.12, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 11.8. (a) If any Lender is an Affected Lender of the type described in Section 11.12(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), the Borrower may, with the prior written consent of the Agent, and notwithstanding Section 8.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce any Commitments by an amount equal to the sum Non-Compliant Lender’s Percentage of (A) the Commitment of such Non-Compliant Lender and repay such Non-Compliant Lender an amount equal to the principal of, and amount of all accrued interest onAdvances owing to it, all outstanding Loans of the Affected Lender interest and (B) an amount equal to all accrued, fees accrued for its account through but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on excluding the date of such assignment,repayment, and all other amounts payable to it hereunder (including without limitation, if demanded by the Non-Compliant Lender, the amount of any compensation that due to the Non-Compliant Lender under Sections 9.4 or 9.5 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of Commitments and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender shall be reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the extent that the sum of the aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lender’s Percentage of the aggregate outstanding principal amount of Swing Line Advances prior to giving effect to such reallocation plus such Xxxxxx’s Percentage of the Fronting Exposure to be reallocated does not exceed such Lender’s Percentage of the Revolving Credit Aggregate Commitment, and with respect to any portion of the Fronting Exposure that may not be reallocated, the Borrower shall deliver to the Agent, for the benefit of the Swing Line Lender, as applicable, cash collateral or other security satisfactory to the Agent, with respect any such remaining Fronting Exposure.

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Eurodollar-based Advances has been suspended pursuant to receive payments under Section 10.1 11.3 or 10.411.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 3.4(c), and 11.5 or 11.6, (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (civ) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Agent or the Borrower or Agent may, by giving written at the Borrower’s sole expense, require the Affected Lender to sell and assign all of its interests, rights and obligations under this Agreement, including, without limitation, its Commitments, to an assignee (which may be one or more of the Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice to from the Borrower and any Affected Lender of its election requiring it to do so, elect for an aggregate price equal to cause such Affected Lender (the sum of the portion of all Advances made by it, interest and such Affected Lender hereby irrevocably agrees) to assign fees accrued for its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on account through but excluding the date of such assignmentpayment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the Replacement amount of any compensation that due to the Affected Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender 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 Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8. (b) If any Lender is an Affected Lender of the type described in Section 13.12(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), the Borrower may, with the prior written consent of the Agent, and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce any Commitments by an amount equal to the sum Non-Compliant Lender’s Percentage of (A) the Commitment of such Non-Compliant Lender and repay such Non-Compliant Lender an amount equal to the principal ofamount of all Advances owing to it, all interest and fees accrued for its account through but excluding the date of such repayment, and all accrued interest onother amounts payable to it hereunder (including without limitation, if demanded by the Non-Compliant Lender, the amount of any compensation that due to the Non-Compliant Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of Commitments and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender shall be reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the extent that the sum of. the aggregate principal amount of all outstanding Loans Revolving Credit Advances made by each such Lender, plus such Lender’s Percentage of the Affected aggregate outstanding principal amount of Swing Line Advances and Letter of Credit Obligations prior to giving effect to such reallocation plus such Lender’s Percentage of the Fronting Exposure to be reallocated does not exceed such Lender’s Percentage of the Revolving Credit Aggregate Commitment, and with respect to any portion of the Fronting Exposure that may not be reallocated, the Borrower shall deliver to the Agent, for the benefit of the Issuing Lender and and/or Swing Line Lender, as applicable, cash collateral or other security satisfactory to the Agent, with respect any such remaining Fronting Exposure. (Bc) an amount equal If any Lender is a Non-Compliant Lender, the Borrower may, notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to repay all accrued, but theretofore unpaid fees amounts owing to such Affected a Non-Compliant Lender pursuant in connection with the Term Loan, so long as (i) no Default or Event of Default exists at the time of such repayment and (ii) after giving effect to any reduction in the Fee Letter; Revolving Credit Aggregate Commitment, payments on the Revolving Credit under clause (2b) above and payments on the Term Loan under this clause (c), the Borrower shall have availability, on the date of the repayment, to borrow additional Revolving Credit Advances under the Revolving Credit Aggregate Commitment of at least $5,000,000 (after taking into account the sum on such assignment,date of the outstanding principal amount of all Revolving Credit Advances, Swing Line Advances and Letter of Credit Obligations).

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Eurodollar-based Advances has been suspended pursuant to receive payments under Section 10.1 11.3 or 10.411.4, (ii) who has not agreed to a request for extension of the circumstances Revolving Credit Maturity Date, Equipment Draw Termination Date or Equipment Credit Maturity Date, as to which entitle such Lender to receive such payments shall remain in effectall other Lenders have consented, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; that has demanded compensation under Sections 3.4(c), 11.5 or 11.6, (b) (iiv) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (cv) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Agent or the Borrower or Agent may, by giving written at Borrower’s sole expense, require the Affected Lender to sell and assign all of its interests, rights and obligations under this Agreement, including, without limitation, its Commitments, to an assignee (which may be one or more of the Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice to from the Borrower and any Affected Lender of its election requiring it to do so, elect for an aggregate price equal to cause such Affected Lender (the sum of the portion of all Advances made by it, interest and such Affected Lender hereby irrevocably agrees) to assign fees accrued for its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on account through but excluding the date of such assignmentpayment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the Replacement amount of any compensation that due to the Affected Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender 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 Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8. (b) If any Lender is an Affected Lender of the type described in Section 13.12(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), the Borrower may, with the prior written consent of the Agent, and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce any Commitments by an amount equal to the sum Non-Compliant Lender’s Percentage of (A) the Commitments of such Non-Compliant Lender and repay such Non-Compliant Lender an amount equal to the principal ofamount of all Advances owing to it, all interest and fees accrued for its account through but excluding the date of such repayment, and all accrued interest onother amounts payable to it hereunder (including without limitation, all outstanding Loans if demanded by the Non-Compliant Lender, the amount of any compensation that due to the Non-Compliant Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of Commitments and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender shall be reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the extent that the sum of the Affected aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lender’s Percentage of the aggregate outstanding principal amount of Swing Line Advances and Letter of Credit Obligations prior to giving effect to such reallocation plus such Lender’s Percentage of the Fronting Exposure to be reallocated does not exceed such Lender’s Percentage of the Revolving Credit Aggregate Commitment, and with respect to any portion of the Fronting Exposure that may not be reallocated, the Borrower shall deliver to the Agent, for the benefit of the Issuing Lender and and/or Swing Line Lender, as applicable, cash collateral or other security satisfactory to the Agent, with respect any such remaining Fronting Exposure. (Bc) an amount equal If any Lender is a Non-Compliant Lender, the Borrower may, notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to repay all accrued, but theretofore unpaid fees amounts owing to such Affected a Non-Compliant Lender pursuant in connection with the Term Loan, so long as (i) no Default or Event of Default exists at the time of such repayment and (ii) after giving effect to any reduction in the Fee Letter; Revolving Credit Aggregate Commitment, payments on the Revolving Credit under clause (2b) above and payments on the Term Loan under this clause (c), the Borrower shall have availability, on the date of the repayment, to borrow additional Revolving Credit Advances under the Revolving Credit Aggregate Commitment of at least $5,000,000 (after taking into account the sum on such assignment,date of the outstanding principal amount of all Revolving Credit Advances, Swing Line Advances and Letter of Credit Obligations).

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: If (a) ) the obligation of any Lender to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4, (ib) any Lender shall give notice to the Borrower that such Lender is entitled to receive payments has demanded compensation under Section 10.1 Sections 3.4(c), 11.5 or 10.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; 11.6 or (c) in connection with any proposed Lender has become an Impaired Lender or has not approved an amendment, modification, termination, waiver or consent with respect to any other modification of this Agreement, if such amendment, waiver or modification has been approved by the provisions hereof as contemplated by Section 12.9(b), Majority Lenders and the consent of the Agent and the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent Lender is required shall not have been obtained (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Borrower shall have the following rights in addition to any other rights or Agent remedies it may have hereunder. (i) Subject to Section 13.9 hereof, the Borrowers may, by giving written with the assistance of the Agent, seek a substitute Lender or Lenders (which may be one or more of the Lenders (the “Purchasing Lender” or “Purchasing Lenders”) to purchase the Advances of the Revolving Credit and/or the Term Loan, as the case may be and assume the Revolving Credit Aggregate Commitment (including without limitation the participations in Letters of Credit) under this Agreement of such Affected Lender, and require the Affected Lender to sell its Advances of the Revolving Credit and/or the Term Loan, as the case may be, and assign its Revolving Credit Aggregate Commitment to such Purchasing Lender or Purchasing Lenders within two (2) Business Days after receiving notice to from the Borrower and any Affected Lender of its election requiring it to do so, elect at an aggregate price equal to cause the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale, payable (in immediately available funds) in cash. In connection with any such sale, and as a condition thereof, the Borrower shall pay to the Affected Lender (and all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender hereby irrevocably agreeswithin ten (10) Business Days after such sale, (i) the amount of any compensation which would be due to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) under Section 11.1 if the Borrower had prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such assignmentsale (unless such Affect Lender is an Impaired Lender, in which case no such compensation shall be due) and (y) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.6 to but excluding said date. Upon such sale, the Replacement Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender 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 Affect Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver an Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.13, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.9; and (ii) With respect to any Affected Lender that is an Impaired Lender, the Borrower may, with the prior written consent of the Agent and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce the Revolving Credit Aggregate Commitment by the amount of the Revolving Credit Aggregate Commitment of such Affected Lender and repay all amounts (both any outstanding Term Loan Advances, subject to clause (iii), below if such Affected Lender is a Defaulting Lender, and any Revolving Credit Advances) owing to such Affected Lender, subject to the following: (1) such Affected Lender shall receive an amount in cash equal to the sum of (A) an outstanding principal amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Affected Lender and (B) an amount equal to all accrued, but theretofore unpaid fees owing to such Affected Lender pursuant under this Agreement, plus unpaid interest accrued thereon up to but excluding the date of the repayment. In addition, and as a condition thereof, the Borrower shall pay to the Fee Letter; Affected Lender all fees accrued for its account hereunder to but excluding the date of such repayment, plus, if demanded by the Affected Lender within ten (210) Business Days after such repayment, (x) the amount of any compensation which would be due to the Affected Lender under Section 11.1 if the Borrower had prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such assignment,repayment and (y) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.6 to but excluding said date; (2) after giving effect to the reduction in the Revolving Credit Aggregate Commitment and the payments required under subclause (A) above, the Borrower shall have availability, on the date of the repayment, to borrow additional Revolving Credit Advances under the Revolving Credit Aggregate Commitment of at least $500,000 (after taking into account the sum on such date of the outstanding principal amount of all Revolving Credit Advances and Letter of Credit Obligations); (3) the stated dollar commitment of any other Lender is not increased thereby; and (iii) if such Affected Lender is a Defaulting Lender and such Defaulting Lender holds no share of the Revolving Credit Aggregate Commitment, or with respect to which the Borrower has elected to reduce the Revolving Credit Aggregate Commitment of such Defaulting Lender by such Defaulting Lender’s Revolving Credit Percentage in accordance with the foregoing provisions of clause (ii) the Borrower may repay all amounts owing to such Lender in connection with the Term Loan, provided that (A) the Majority Lenders have consented to such payment in writing, (B) after giving effect to any reduction of the Revolving Credit Aggregate Commitment or payments on the Revolving Credit under clause (ii) above and payments on the Term Loan under this clause (iii), the Borrower shall have availability, on the date of the repayment, to borrow additional Revolving Credit Advances under the Revolving Credit Aggregate Commitment of at least $500,000 (after taking into account the sum on such date of the outstanding principal amount of all Revolving Credit Advances, and Letter of Credit Obligations) and (C) the stated dollar commitment of any other Lender is not increased thereby.

Substitution or Removal of Lenders. Anything contained herein With respect to the contrary notwithstanding, in the event that: (a) any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Eurodollar-based Advances or CDOR-based Advances has been suspended pursuant to receive payments under Section 10.1 10.2 or 10.4Section 10.3, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 3.5, and 10.4 or 10.5, (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (civ) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Agent or the Borrower or Agent may, by giving written at the Borrower’s sole expense, require the Affected Lender to sell and assign all of its interests, rights and obligations under this Agreement, including, without limitation, its Commitments, to an assignee (which may be one or more of the Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice to from the Borrower and any Affected Lender of its election requiring it to do so, elect to cause such Affected Lender (and such Affected Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Affected Lender for an amount aggregate price equal to the sum of (A) an amount equal to the principal ofportion of all Advances made by it, interest and all fees accrued interest on, all outstanding Loans of the Affected Lender and (B) an amount equal to all accrued, for its account through but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on excluding the date of such assignment,payment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the amount of any compensation that due to the Affected Lender under Sections 3.5, 10.1, 10.4 or 10.5 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 12.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment of the Affected Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 12.12, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8.

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Eurodollar-based Advances has been suspended pursuant to receive payments under Section 10.1 11.3 or 10.411.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 3.4(c), and 11.5 or 11.6, (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (civ) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Agent or the Borrower or Agent may, by giving written at the Borrower’s sole expense, require the Affected Lender to sell and assign all of its interests, rights and obligations under this Agreement, including, without limitation, its Revolving Credit Percentage of the Revolving Credit Aggregate Commitment, to an assignee (which may be one or more of the Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice to from the Borrower and any Affected Lender of its election requiring it to do so, elect for an aggregate price equal to cause such Affected Lender (the sum of the portion of all Advances made by it, interest and such Affected Lender hereby irrevocably agrees) to assign fees accrued for its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on account through but excluding the date of such assignmentpayment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the Replacement amount of any compensation that is due to the Affected Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender 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 Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8. (b) If any Lender is an Affected Lender of the type described in Section 13.12(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), the Borrower may, with the prior written consent of the Agent, and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce the Revolving Credit Aggregate Commitment by an amount equal to the sum Non-Compliant Lender’s Revolving Credit Percentage of (A) the Revolving Credit Aggregate Commitment and repay such Non-Compliant Lender an amount equal to the principal of, and amount of all accrued interest onAdvances owing to it, all outstanding Loans of the Affected Lender interest and (B) an amount equal to all accrued, fees accrued for its account through but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on excluding the date of such assignment,repayment, and all other amounts payable to it hereunder (including without limitation, if demanded by the Non-Compliant Lender, the amount of any compensation that is due to the Non-Compliant Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of Commitments and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender shall be reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the extent that the sum of the aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lender’s Percentage of the aggregate outstanding principal amount of Swing Line Advances and Letter of Credit Obligations prior to giving effect to such reallocation plus such Lender’s Percentage of the Fronting Exposure to be reallocated does not exceed such Lender’s Percentage of the Revolving Credit Aggregate Commitment, and with respect to any portion of the Fronting Exposure that may not be reallocated, the Borrower shall deliver to the Agent, for the benefit of the Issuing Lender and/or Swing Line Lender, as applicable, cash collateral or other security satisfactory to the Agent, with respect any such remaining Fronting Exposure. (c) If any Lender is a Non-Compliant Lender, the Borrower may, notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to repay all amounts owing to such a Non-Compliant Lender in connection with the Term Loans, so long as no Default or Event of Default exists at the time of such repayment. (d) A Lender shall not be required to make any assignment under this Section 13.12 if, prior thereto, the circumstances entitling the Borrower or the Agent to require such assignment cease to apply.

Substitution or Removal of Lenders. Anything contained herein If (a) the obligation of any Lender to make Advances that bear interest at or by reference to the contrary notwithstandingLIBOR Rate has been suspended pursuant to Section 9.2 or 9.3, in the event that: (a) (ib) any Lender shall give notice to the Borrower that such Lender is entitled to receive payments has demanded compensation under Section 10.1 Sections 9.3 or 10.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; 9.4 or (c) in connection with any proposed Lender has become an Defaulting Lender or has not approved an amendment, modification, termination, waiver or consent with respect to any other modification of this Agreement, if such amendment, waiver or modification has been approved by the provisions hereof as contemplated by Section 12.9(b), Majority Lenders and the consent of the Agent and the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent Lender is required shall not have been obtained (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Borrower shall have the following rights in addition to any other rights or Agent remedies it may have hereunder: (i) Subject to Section 11.8 hereof, the Borrower may, by giving written with the assistance of the Agent, seek a substitute Lender or Lenders (which may be one or more of the Lenders (the “Purchasing Lender” or “Purchasing Lenders”) to purchase the Advances of the Revolving Credit and the Swing Line and assume the Revolving Credit Aggregate Commitment (including without limitation the participations in Swing Line Advances) under this Agreement of such Affected Lender, and require the Affected Lender to sell its Advances of the Revolving Credit and the Swing Line, and assign its Revolving Credit Aggregate Commitment to such Purchasing Lender or Purchasing Lenders within two (2) Business Days after receiving notice to from the Borrower and any Affected Lender of its election requiring it to do so, elect at an aggregate price equal to cause the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale, payable (in immediately available funds) in cash. In connection with any such sale, and as a condition thereof, the Borrower shall pay to the Affected Lender (and such Affected Lender hereby irrevocably agrees) all fees accrued for its account hereunder to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on but excluding the date of such assignmentsale, the Replacement Lender shall pay to Affected Lender an amount equal to the sum of (A) an amount equal to the principal ofplus, and all accrued interest on, all outstanding Loans of if demanded by the Affected Lender and (B) an amount equal to all accrued, but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on the date of such assignment,within ten

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: If (a) ) the obligation of any Lender to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4, (ib) any Lender shall give notice to has demanded compensation under Sections 3.4(c), 11.5 or 11.6, (c) any Lender has become an Impaired Lender or (d) any Lender has not approved an amendment, waiver or other modification of this Agreement, if such amendment, waiver or modification has been approved by the Borrower that Majority Lenders and the consent of such Lender is entitled to receive payments under Section 10.1 or 10.4required (in each case, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 12.9(b), the consent of the Agent and the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained (a “Non-Consenting Lender”); then, with respect to each such Lender (an “Affected Lender”), then the Borrower Borrowers shall have the following rights in addition to any other rights or Agent remedies it may have hereunder: (i) Subject to Section 12.8 hereof, the Borrowers may, by giving written notice with the assistance of the Administrative Agent, seek a substitute Lender or Lenders (which may be one or more of the Lenders (the “Purchasing Lender” or “Purchasing Lenders”) to purchase the Borrower Advances of the Revolving Credit, the Swing Line and/or the Term Loan, as the case may be and any assume the Revolving Credit Aggregate Commitment (including without limitation the participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Lender, and require the Affected Lender to sell its Advances of the Revolving Credit, the Swing Line and the Term Loan, as the case may be, and assign its election Revolving Credit Aggregate Commitment to such Purchasing Lender or Purchasing Lenders within two (2) Business Days after receiving notice from the Administrative Borrower requiring it to do so, elect at an aggregate price equal to cause the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale, payable (in immediately available funds) in cash. In connection with any such sale, and as a condition thereof, the Borrowers shall pay to the Affected Lender (and all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender hereby irrevocably agreeswithin ten (10) Business Days after such sale, (x) the amount of any compensation which would be due to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) under Section 11.1 if the Borrowers had prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such assignmentsale (unless such Affected Lender is an Impaired Lender, in which case no such compensation shall be due) and (y) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.6 to but excluding said date. Upon such sale, the Replacement Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, the rights of the Affected Lender shall be terminated hereunder and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrowers and the Administrative Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender 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 Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Administrative Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver an Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12, the Borrowers or the Purchasing Lender shall pay to the Administrative Agent the administrative fee for processing such assignment referred to in Section 13.8; and (ii) With respect to any Affected Lender that is an Impaired Lender, the Administrative Borrower may, with the prior written consent of the Administrative Agent and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce the Revolving Credit Aggregate Commitment by the amount of the Revolving Credit Aggregate Commitment of such Affected Lender and repay all amounts (both any outstanding Term Loan Advances, subject to subclause (D) below, if such Affected Lender is a Defaulting Lender, and any Revolving Credit Advances) owing to such Affected Lender, subject to the following: (A) such Affected Lender shall receive an amount in cash equal to the sum of (A) an outstanding principal amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Affected Lender and (B) an amount equal to all accrued, but theretofore unpaid fees owing to such Affected Lender pursuant under this Agreement, plus unpaid interest accrued thereon up to but excluding the date of the repayment. In addition, and as a condition thereof, the Borrowers shall pay to the Fee LetterAffected Lender all fees accrued for its account hereunder to but excluding the date of such repayment, plus, if demanded by the Affected Lender within ten (10) Business Days after such repayment, any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.6 to but excluding said date; (B) after giving effect to the reduction in the Revolving Credit Aggregate Commitment and the payments required under subclause (A) above, the Borrowers shall have Unused Revolving Credit Availability of at least $5,000,000 (after taking into account the sum on such date of the outstanding principal amount of all Revolving Credit Advances, Swing Line Advances and Letter of Credit Obligations); (C) the stated dollar commitment of any other Lender is not increased thereby; and (2D) if such Affected Lender is a Defaulting Lender and such Defaulting Lender holds no share of the Revolving Credit Aggregate Commitment, or with respect to which the Borrowers have elected to reduce the Revolving Credit Aggregate Commitment of such Defaulting Lender by such Defaulting Lender’s Revolving Credit Percentage in accordance with the foregoing provisions of this clause (ii), the Borrowers may repay all amounts owing to such Lender in connection with the Term Loan, provided that (I) the Majority Lenders have consented to such payment in writing, (II) after giving effect to any reduction of the Revolving Credit Aggregate Commitment or payments on the Revolving Credit under clause (ii) above and payments on the Term Loan under this clause (D), the Borrowers shall have availability, on the date of the repayment, to borrow additional Revolving Credit Advances under the Revolving Credit Aggregate Commitment of at least $5,000,000 (after taking into account the sum on such assignment,date of the outstanding principal amount of all Revolving Credit Advances, Swing Line Advances and Letter of Credit Obligations) and (III) the stated dollar commitment of any other Lender is not increased thereby.

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Eurodollar-based Advances has been suspended pursuant to receive payments under Section 10.1 11.3 or 10.411.4, (ii) who has not agreed to a request for extension of the circumstances Revolving Credit Maturity Date, Equipment Draw Termination Date or Equipment Credit Maturity Date, as to which entitle such Lender to receive such payments shall remain in effectall other Lenders have consented, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; that has demanded compensation under Sections 3.4(c), 11.5 or 11.6, (b) (iiv) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (cv) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Agent or the Borrower or Agent may, by giving written at Borrower’s sole expense, require the Affected Lender to sell and assign all of its interests, rights and obligations under this Agreement, including, without limitation, its Commitments, to an assignee (which may be one or more of the Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice to from the Borrower and any Affected Lender of its election requiring it to do so, elect for an aggregate price equal to cause such Affected Lender (the sum of the portion of all Advances made by it, interest and such Affected Lender hereby irrevocably agrees) to assign fees accrued for its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on account through but excluding the date of such assignmentpayment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the Replacement amount of any compensation that due to the Affected Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender 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 Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8. (b) If any Lender is an Affected Lender of the type described in Section 13.12(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), the Borrower may, with the prior written consent of the Agent, and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce any Commitments by an amount equal to the sum Non-Compliant Lender’s Percentage of (A) the Commitments of such Impaired Lender and repay such Non-Compliant Lender an amount equal to the principal ofamount of all Advances owing to it, all interest and fees accrued for its account through but excluding the date of such repayment, and all accrued interest onother amounts payable to it hereunder (including without limitation, all outstanding Loans if demanded by the Non-Compliant Lender, the amount of any compensation that due to the Non-Compliant Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of Commitments and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender shall be reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the extent that the sum of the Affected aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lender’s Percentage of the aggregate outstanding principal amount of Swing Line Advances and Letter of Credit Obligations prior to giving effect to such reallocation plus such Lender’s Percentage of the Fronting Exposure to be reallocated does not exceed such Lender’s Percentage of the Revolving Credit Aggregate Commitment, and with respect to any portion of the Fronting Exposure that may not be reallocated, the Borrower shall deliver to the Agent, for the benefit of the Issuing Lender and and/or Swing Line Lender, as applicable, cash collateral or other security satisfactory to the Agent, with respect any such remaining Fronting Exposure. (Bc) an amount equal If any Lender is a Non-Compliant Lender, the Borrower may, notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to repay all accrued, but theretofore unpaid fees amounts owing to such Affected a Non-Compliant Lender pursuant in connection with the Term Loan, so long as (i) no Default or Event of Default exists at the time of such repayment and (ii) after giving effect to any reduction in the Fee Letter; Revolving Credit Aggregate Commitment, payments on the Revolving Credit under clause (2b) above and payments on the Term Loan under this clause (c), the Borrower shall have availability, on the date of the repayment, to borrow additional Revolving Credit Advances under the Revolving Credit Aggregate Commitment of at least $5,000,000 (after taking into account the sum on such assignment,date of the outstanding principal amount of all Revolving Credit Advances, Swing Line Advances and Letter of Credit Obligations).

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Eurodollar-based Advances has been suspended pursuant to receive payments under Section 10.1 11.3 or 10.411.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 3.4(c), and 11.5 or 11.6, (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (civ) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Agent or the Borrower or Agent may, by giving written at the Borrower’s sole expense, require the Affected Lender to sell and assign all of its interests, rights and obligations under this Agreement, including, without limitation, its Commitments, to an assignee (which may be one or more of the Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice to from the Borrower and any Affected Lender of its election requiring it to do so, elect for an aggregate price equal to cause such Affected Lender (the sum of the portion of all Advances made by it, interest and such Affected Lender hereby irrevocably agrees) to assign fees accrued for its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on account through but excluding the date of such assignmentpayment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the Replacement amount of any compensation that due to the Affected Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment of the Affected Lender and with a Term Loan Percentage equal to its ratable share of the then applicable Term Loan Aggregate Commitment of the Affected Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8. (b) If any Lender is an Affected Lender of the type described in Section 13.12(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), the Borrower may, with the prior written consent of the Agent, and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce any Commitments by an amount equal to the sum Non-Compliant Lender’s Percentage of (A) the Commitment of such Non-Compliant Lender and repay such Non-Compliant Lender an amount equal to the principal ofamount of all Advances owing to it, all interest and fees accrued for its account through but excluding the date of such repayment, and all accrued interest onother amounts payable to it hereunder (including without limitation, all outstanding Loans if demanded by the Non-Compliant Lender, the amount of any compensation that due to the Non-Compliant Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of Commitments and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender shall be reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the extent that the sum of the Affected aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lender’s Percentage of the aggregate outstanding principal amount of Swing Line Advances and Letter of Credit Obligations prior to giving effect to such reallocation plus such Lender’s Percentage of the Fronting Exposure to be reallocated does not exceed such Lender’s Percentage of the Revolving Credit Aggregate Commitment, and with respect to any portion of the Fronting Exposure that may not be reallocated, the Borrower shall deliver to the Agent, for the benefit of the Issuing Lender and and/or Swing Line Lender, as applicable, cash collateral or other security satisfactory to the Agent, with respect any such remaining Fronting Exposure. (Bc) an amount equal If any Lender is a Non-Compliant Lender, the Borrower may, notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to repay all accrued, but theretofore unpaid fees amounts owing to such Affected a Non-Compliant Lender pursuant in connection with the Term Loan, so long as (i) no Default or Event of Default exists at the time of such repayment and (ii) after giving effect to any reduction in the Fee Letter; Revolving Credit Aggregate Commitment, payments on the Revolving Credit under clause (2b) above and payments on the Term Loan under this clause (c), the Borrower shall have availability, on the date of the repayment, to borrow additional Revolving Credit Advances under the Revolving Credit Aggregate Commitment of at least $5,000,000 (after taking into account the sum on such assignment,date of the outstanding principal amount of all Revolving Credit Advances, Swing Line Advances and Letter of Credit Obligations).

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Eurodollar-based Advances has been suspended pursuant to receive payments under Section 10.1 11.3 or 10.411.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 3.4(c), and 11.1, 11.5 or 11.6, (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall that has become a Defaulting Lender, and (iiiv) such Defaulting Lender shall fail that has not approved an increase in the Conforming Borrowing Base or a Borrowing Base, as applicable, that has been approved by the Supermajority Lenders or, (v) that has failed to cure the default as consent to a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (c) in connection with any proposed requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), the then Borrower or Agent may, by giving written notice to at Borrower’s sole expense, require the Borrower and any Affected Lender to sell and assign all of its election interests, rights and obligations under this Agreement, including, without limitation, its Commitments, to an Eligible Assignee (which may be one or more of Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice from Borrower requiring it to do so, elect for an aggregate price equal to cause such Affected Lender (the sum of the portion of all Advances made by it, interest and such Affected Lender hereby irrevocably agrees) to assign fees accrued for its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on account through but excluding the date of such assignmentpayment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the Replacement amount of any compensation that due to the Affected Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, Borrower and Administrative Agent, shall enter into an Assignment Agreement pursuant to Section 13.7, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment of the Affected Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, Administrative Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of Lenders hereby irrevocably constitutes and appoints Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.11, Purchasing Lender shall pay to Administrative Agent the administrative fee for processing such assignment referred to in Section 13.7. (b) If any Lender is an Affected Lender of the type described in Section 13.11(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), Borrower may, with the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed), and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to Lenders, elect to reduce any Commitments by an amount equal to the sum Non-Compliant Lender’s Revolving Credit Percentage of (A) the Commitment of such Non-Compliant Lender and repay such Non-Compliant Lender an amount equal to the principal of, and amount of all accrued interest onAdvances owing to it, all outstanding Loans of the Affected Lender interest and (B) an amount equal to all accrued, fees accrued for its account through but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on excluding the date of such assignment,repayment, and all other amounts payable to it hereunder (including without limitation, if demanded by the Non-Compliant Lender, the amount of any compensation that due to the Non-Compliant Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of Commitments and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender shall be reallocated among Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the extent that the sum of the aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lender’s Revolving Credit Percentage of the aggregate outstanding principal amount of Swing Line Advances and Letter of Credit Obligations prior to giving effect to such reallocation plus such Lender’s Revolving Credit Percentage of the Fronting Exposure to be reallocated does not exceed such Lender’s Revolving Credit Percentage of the Revolving Credit Aggregate Commitment, and with respect to any portion of the Fronting Exposure that may not be reallocated, Borrower shall deliver to Administrative Agent, for the benefit of Issuing Lender and/or Swing Line Lender, as applicable, cash collateral or other security satisfactory to Administrative Agent, with respect any such remaining Fronting Exposure.

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: If (a) ) the obligation of any Lender to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4, (ib) any Lender shall give notice to the Borrower that such Lender is entitled to receive payments has demanded compensation under Section 10.1 Sections 3.4(c), 11.5 or 10.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; 11.6 or (b) (ic) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (c) in connection with any proposed has not approved an amendment, modification, termination, waiver or consent with respect to any other modification of this Agreement, if such amendment, waiver or modification has been approved by the provisions hereof as contemplated by Section 12.9(b), Majority Lenders and the consent of the Agent and the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent Lender is required shall not have been obtained (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Borrower Borrowers shall have the following rights in addition to any other rights or Agent remedies it may have hereunder. (i) Subject to Section 13.8 hereof, the Borrowers may, by giving written notice with the assistance of the Agent, seek a substitute Lender or Lenders (which may be one or more of the Lenders (the “Purchasing Lender” or “Purchasing Lenders”) to purchase the Borrower Advances of the Term Loan of such Affected Lender, and any require the Affected Lender to sell its Advances of the Term Loan, and assign its election interest therein within two (2) Business Days after receiving notice from the Borrowers requiring it to do so, elect at an aggregate price equal to cause the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale, payable (in immediately available funds) in cash. In connection with any such sale, and as a condition thereof, the Borrowers shall pay to the Affected Lender (and all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender hereby irrevocably agreeswithin ten (10) Business Days after such sale, (x) the amount of any compensation which would be due to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) under Section 11.1 if the Borrowers had prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such assignmentsale (unless such Affected Lender is a Defaulting Lender, in which case no such compensation shall be due) and (y) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.6 to but excluding said date. Upon such sale, the Replacement Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrowers and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with the applicable Percentages of the Term Loan of the Affected Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver an Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12, the Borrowers or the Purchasing Lender shall pay to Affected Lender an amount equal the Agent the administrative fee for processing such assignment referred to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Affected Lender and (B) an amount equal to all accrued, but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on the date of such assignment,in Section 13.8.

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: If (a) ) the obligation of any Lender to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4, (ib) any Lender shall give notice to has demanded compensation under Sections 3.4(c), 11.5 or 11.6, (c) any Lender has become an Impaired Lender or (d) any Lender has not approved an amendment, waiver or other modification of this Agreement, if such amendment, waiver or modification has been approved by the Borrower that Majority Lenders and the consent of such Lender is entitled to receive payments under Section 10.1 or 10.4required (in each case, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 12.9(b), the consent of the Agent and the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained (a “Non-Consenting Lender”); then, with respect to each such Lender (an “Affected Lender”), then the Borrower shall have the following rights in addition to any other rights or Agent remedies it may have hereunder: (i) Subject to Section 13.8 hereof, the Borrower may, by giving written notice to with the Borrower and any Affected assistance of the Agent, seek a substitute Lender of its election to do so, elect to cause such Affected Lender or Lenders (and such Affected Lender hereby irrevocably agrees) to assign its outstanding Loans in full to which may be one or more Eligible Assignees (each a “Replacement Lender”) in accordance of the Lenders or other financial institutions that comply with the provisions of Section 12.7 13.8 hereof (the “Purchasing Lender” or “Purchasing Lenders”)) to purchase the Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be and assume the Revolving Credit Aggregate Commitment (including without limitation the participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Lender, and require the Affected Lender to sell its Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be, and assign its Revolving Credit Aggregate Commitment to such Purchasing Lender or Purchasing Lenders within two (2) Business Days after receiving notice from the 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, payable (in immediately available funds) in cash. In connection with any such sale, and as a condition thereof, the Borrower shall pay any to the Affected Lender all fees payable thereunder in connection with accrued for its account hereunder to but excluding the date of such assignment; providedsale, plus, if demanded by the Affected Lender within ten (10) Business Days after such sale, (1x) the amount of any compensation which would be due to the Affected Lender under Section 11.1 if the Borrower had prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such assignmentsale (unless such Affected Lender is an Impaired Lender, in which case no such compensation shall be due) and (y) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.6 to but excluding said date. Upon such sale, the Replacement Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender 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 Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver an Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8; and (ii) With respect to any Affected Lender that is an amount equal to Impaired Lender, the sum of (A) an amount equal to Borrower may, with the principal of, and all accrued interest on, all outstanding Loans prior written consent of the Affected Lender and (B) an amount equal to all accrued, but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on the date of such assignment,Agent and

Substitution or Removal of Lenders. Anything contained herein If (a) the obligation of any Lender to make Advances that bear interest at or by reference to the contrary notwithstandingLIBOR Rate has been suspended pursuant to Section 9.2 or 9.3, in the event that: (a) (ib) any Lender shall give notice to the Borrower that such Lender is entitled to receive payments has demanded compensation under Section 10.1 Sections 9.3 or 10.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; 9.4 or (c) in connection with any proposed Lender has become an Defaulting Lender or has not approved an amendment, modification, termination, waiver or consent with respect to any other modification of this Agreement, if such amendment, waiver or modification has been approved by the provisions hereof as contemplated by Section 12.9(b), Majority Lenders and the consent of the Agent and the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent Lender is required shall not have been obtained (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Borrower shall have the following rights in addition to any other rights or Agent remedies it may have hereunder: (i) Subject to Section 11.8 hereof, the Borrower may, by giving written with the assistance of the Agent, seek a substitute Lender or Lenders (which may be one or more of the Lenders (the “Purchasing Lender” or “Purchasing Lenders”) to purchase the Advances of the Revolving Credit and the Swing Line and assume the Revolving Credit Aggregate Commitment (including without limitation the participations in Swing Line Advances) under this Agreement of such Affected Lender, and require the Affected Lender to sell its Advances of the Revolving Credit and the Swing Line, and assign its Revolving Credit Aggregate Commitment to such Purchasing Lender or Purchasing Lenders within two (2) Business Days after receiving notice to from the Borrower and any Affected Lender of its election requiring it to do so, elect at an aggregate price equal to cause the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale, payable (in immediately available funds) in cash. In connection with any such sale, and as a condition thereof, the Borrower shall pay to the Affected Lender (and such Affected Lender hereby irrevocably agrees) all fees accrued for its account hereunder to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on but excluding the date of such assignmentsale, plus, if demanded by the Affected Lender within ten (10) Business Days after such sale, and (x) any additional compensation accrued for its account under Sections 9.3 and 9.4 to but excluding said date. Upon such sale, the Replacement Purchasing Lender or Purchasing Lenders shall assume the Affected Lender's commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 11.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender's attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver an Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 11.12, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 11.8; and (ii) With respect to any Affected Lender that is an amount equal Defaulting Lender, the Borrower may, with the prior written consent of the Agent and notwithstanding Section 8.3 of this Agreement or any other provisions requiring pro rata payments to the sum of (A) an Lenders, elect to reduce the Revolving Credit Aggregate Commitment by the amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Revolving Credit Aggregate Commitment of such Affected Lender and (B) an amount equal to repay all accrued, but theretofore unpaid fees amounts owing to such Affected Lender pursuant hereunder, subject to the Fee Letter; following: (2A) on such Affected Lender shall receive an amount in cash equal to the outstanding principal amount owing to such Affected Lender under this Agreement, plus unpaid interest accrued thereon up to but excluding the date of the repayment. In addition, and as a condition thereof, the Borrower shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such assignment,repayment, plus, if demanded by the Affected Lender within ten (10) Business Days after such repayment, and (x) any additional compensation accrued for its account under Sections 9.3 and 9.4 to but excluding said date; (B) any Fronting Exposure of such Defaulting Lender shall be reallocated among the Lenders that are not Defaulting Lenders in accordance with their respective Revolving Credit Percentages, but only to the extent that the sum of the aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lender's Revolving Credit Percentage of the aggregate outstanding principal amount of Swing Line Advances prior to giving effect to such reallocation plus such Lender's Revolving Credit Percentage of the Fronting Exposure to be reallocated does not exceed such Lender's Revolving Credit Percentage of the Revolving Credit Aggregate Commitment, and with respect to any portion of the Fronting Exposure that may not be reallocated, the Borrower shall deliver to the Agent, for the benefit of the Swing Line Lender, as applicable, cash collateral or other security satisfactory to the Agent, with respect any such remaining Fronting Exposure; and (C) the stated dollar commitment of any other Lender is not increased thereby.

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make SOFR Advances has been suspended pursuant to receive payments under Section 10.1 or 10.411.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 3.4(c) or 11.5, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall that has become a Defaulting Lender, and (iiiv) such Defaulting Lender shall fail to cure that has not approved an increase in the default as a result of which it Borrowing Base that has become a Defaulting Lender within five Business Days after been approved by the Borrower’s request that it cure such default; Supermajority Lenders or (cv) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall (or other requisite amount of Lenders) have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), the then Borrower or Agent may, by giving written notice to at Borrower’s sole expense, require the Borrower and any Affected Lender to sell and assign all of its election interests, rights and obligations under this Agreement, including, without limitation, its Commitments, to an Eligible Assignee (which may be one or more of Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice from Borrower requiring it to do so, for an aggregate price equal to the sum of the portion of all Advances made by it, interest and fees accrued for its account through but excluding the date of such payment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the amount of any compensation then due to the Affected Lender under Sections 3.4(c), 11.1 and 11.5 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, Borrower and Administrative Agent, shall enter into an Assignment and Assumption pursuant to Section 13.7, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with Commitments equal to the Affected Lender’s Applicable Commitment Percentage (immediately prior to such assignment) of the then applicable aggregate Commitments, provided, however, that if the Affected Lender does not execute such Assignment and Assumption within (2) Business Days of receipt thereof, Administrative Agent may execute the Assignment and Assumption as the Affected Lxxxxx’s attorney-in-fact. Each of Lenders hereby irrevocably constitutes and appoints Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment and Assumption while such Lxxxxx is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.11, Purchasing Lender shall pay to Administrative Agent the processing and recordation fee required under Section 13.7. MRC Energy Company Credit Agreement 150 (b) If any Lender is an Affected Lender of the type described in Section 13.11(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), Borrower may, with the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed), and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to Lenders, elect to cause reduce the aggregate Commitments by an amount equal to the Non-Compliant Lender’s Applicable Commitment Percentage of the aggregate Commitments and repay such Affected Non-Compliant Lender an amount equal the principal amount of all Advances owing to it, all interest and fees accrued for its account through but excluding the date of such repayment, and all other amounts payable to it hereunder (including without limitation, if demanded by the Non-Compliant Lender, the amount of any compensation then due to the Non-Compliant Lender under Sections 3.4(c), 11.1 and 11.5 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of such Affected Non-Compliant Lxxxxx’s Commitments and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) shall be reallocated among Revolving Credit Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the provisions extent that the sum of Section 12.7 the aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lxxxxx’s Revolving Credit Percentage of the aggregate outstanding principal amount of Letter of Credit Obligations prior to giving effect to such reallocation plus such Lender’s Revolving Credit Percentage of the Fronting Exposure to be reallocated does not exceed such Lxxxxx’s Revolving Credit Percentage of the Revolving Credit Aggregate Commitment and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) only so long as no Default or Event of Default has occurred and is continuing on the date of such assignment, the Replacement Lender shall pay reallocation; provided that with respect to Affected Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans any portion of the Affected Lender and (B) an amount equal Fronting Exposure that may not be reallocated, Borrower shall deliver to all accruedAdministrative Agent, but theretofore unpaid fees owing for the benefit of each Issuing Lender, cash collateral or other security satisfactory to Administrative Agent, with respect any such Affected Lender pursuant to the Fee Letter; (2) on the date of such assignment,remaining Fronting Exposure. MRC Energy Company Credit Agreement 151

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Eurodollar-based Advances has been suspended pursuant to receive payments under Section 10.1 11.3 or 10.411.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 3.4(c), and 11.5 or 11.6, (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (civ) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Borrower Agent or Agent the Borrowers may, by giving written notice to at the Borrower and any Borrowers’ sole expense, require the Affected Lender to sell and assign all of its election interests, rights and obligations under this Agreement, including, without limitation, its Commitments, to an assignee (which may be one or more of the Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice from the Borrowers requiring it to do so, elect for an aggregate price equal to cause such Affected Lender (the sum of the portion of all Advances made by it, interest and such Affected Lender hereby irrevocably agrees) to assign fees accrued for its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on account through but excluding the date of such assignmentpayment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the Replacement amount of any compensation then due to the Affected Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrowers and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12, the Borrowers or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8. (b) If any Lender is an Affected Lender of the type described in Section 13.12(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), the Borrowers may, with the prior written consent of the Agent, and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce any Commitments by an amount equal to the sum Non-Compliant Lender’s Percentage of (A) the Commitment of such Non-Compliant Lender and repay such Non-Compliant Lender an amount equal to the principal of, and amount of all accrued interest onAdvances owing to it, all outstanding Loans of the Affected Lender interest and (B) an amount equal to all accrued, fees accrued for its account through but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on excluding the date of such assignment,repayment, and all other amounts payable to it hereunder (including without limitation, if demanded by the Non-Compliant Lender, the amount of any compensation that due to the Non-Compliant Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of Commitments and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender shall be reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the extent that the sum of the aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lender’s Percentage of the aggregate outstanding principal amount of Swing Line Advances and Letter of Credit Obligations prior to giving effect to such reallocation plus such Lender’s Percentage of the Fronting Exposure to be reallocated does not exceed such Lender’s Percentage of the Revolving Credit Aggregate Commitment, and with respect to any portion of the Fronting Exposure that may not be reallocated, the Borrowers shall deliver to the Agent, for the benefit of the Issuing Lender and/or Swing Line Lender, as applicable, cash collateral or other security satisfactory to the Agent, with respect any such remaining Fronting Exposure.

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: If (a) ) the obligation of any Lender to make Eurodollar-based Advances has been suspended pursuant to Section 11.3 or 11.4, (ib) any Lender shall give notice to the Borrower that such Lender is entitled to receive payments has demanded compensation under Section 10.1 3.4(c), 11.5 or 10.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; 11.6 or (b) (ic) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (c) in connection with any proposed has not approved an amendment, modification, termination, waiver or consent with respect to any other modification of this Agreement, if such amendment, waiver or modification has been approved by the provisions hereof as contemplated by Section 12.9(b), Majority Lenders and the consent of the Agent and the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent Lender is required shall not have been obtained (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Borrower Borrowers shall have the following rights in addition to any other rights or Agent remedies it may have hereunder. (i) Subject to Section 13.8, the Borrowers may, by giving written notice with the assistance of the Agent, seek a substitute Lender or Lenders which may be one or more of the Lenders (the “Purchasing Lender” or “Purchasing Lenders”) to purchase the Borrower Advances of the Term Loan of such Affected Lender, and any require the Affected Lender to sell its Advances of the Term Loan, and assign its election interest therein within two Business Days after receiving notice from the Borrowers requiring it to do so, elect at an aggregate price equal to cause the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale, payable (in immediately available funds) in cash. In connection with any such sale, and as a condition thereof, the Borrowers shall pay to the Affected Lender (and all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender hereby irrevocably agreeswithin 10 Business Days after such sale, (x) the amount of any compensation which would be due to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) under Section 11.1 if the Borrowers had prepaid the outstanding Eurodollar-based Advances of the Affected Lender on the date of such assignmentsale (unless such Affected Lender is a Defaulting Lender, in which case no such compensation shall be due) and (y) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.6 to but excluding said date. Upon such sale, the Replacement Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrowers and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with the applicable Percentages of the Term Loan of the Affected Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within two Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver an Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12, the Borrowers or the Purchasing Lender shall pay to Affected Lender an amount equal the Agent the administrative fee for processing such assignment referred to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Affected Lender and (B) an amount equal to all accrued, but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on the date of such assignment,in Section 13.8.

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) If (i) the obligation of any Lender shall give notice to the Borrower that such Lender is entitled make Eurodollar-based Advances has been suspended pursuant to receive payments under Section 10.1 11.3 or 10.411.4, (ii) the circumstances which entitle such any Lender to receive such payments shall remain in effecthas demanded compensation under Section 3.4(c), and 11.5 or 11.6, (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall has become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (civ) any Lender is a Non-Compliant Lender (such Lender, in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of each case described in the provisions hereof as contemplated by Section 12.9(bforegoing clauses (i) through (iv), the consent of the Agent and the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained (a “Non-Consenting Lender”); then, with respect to each such Lender (an “Affected Lender”), then, subject to Section 13.8, the Borrower or Agent Borrowers may, by giving written notice to with the Borrower assistance of the Agent and any at the Borrower’s sole expense, require the Affected Lender to sell and assign all of its election interests, rights and obligations under this Agreement to a substitute Lender or Lenders, which may be one or more of the existing Lenders (the “Purchasing Lender” or “Purchasing Lenders”) within two Business Days after receiving notice from the Borrowers requiring it to do so, elect to cause such Affected Lender (and such Affected Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Affected Lender at an amount aggregate price equal to the sum of the portion of all Advances made by such Affected Lender, plus unpaid interest accrued thereon up to but excluding the date of the sale, payable (Ain immediately available funds) an amount equal to the principal ofin cash. In connection with any such sale, and all accrued interest onas a condition thereof, all outstanding Loans of the Borrowers shall pay to the Affected Lender and (B) an amount equal all fees accrued for its account hereunder to all accrued, but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on excluding the date of such assignment,sale, plus all other amounts due hereunder, including the amount of any compensation which would be due under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date. Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment under this Agreement, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrowers and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with the applicable Percentages of the Revolving Credit Aggregate Commitment and the Term Loan of the Affected Table of Contents Lender; provided, however, that if the Affected Lender does not execute such Assignment Agreement within two Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver an Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12(a), the Borrowers or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8. (b) If any Lender is a Non-Compliant Lender, the Borrowers may, with the prior written consent of the Agent, and notwithstanding Sections 2.11 or 10.3 of this Agreement or any other provision herein to the contrary, elect to terminate such Non-Compliant Lender’s commitment to extend credit under this Agreement; provided that, concurrently with such termination (i) the Borrowers shall repay such terminated Lender an amount equal the principal amount of all Advances owing to it, all interest and fees accrued for its account through but excluding the date of such repayment, and all other amounts payable to it hereunder (including without limitation, if demanded by the terminated Lender, the amount of any compensation due to the terminated Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 through but excluding said date), payable (in immediately available funds) in cash, and (ii) the Fronting Exposure of the Issuing Lender and the Swing Line Lender with respect to such terminated Lender are cash collateralized on terms satisfactory to the Issuing Lender and the Swing Line Lender.

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Eurodollar-based Advances has been suspended pursuant to receive payments under Section 10.1 or 10.411.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 3.4(c), and 11.5 or 11.6, (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall that has become a Defaulting Lender, and (iiiv) such Defaulting Lender shall fail to cure that has not approved an increase in the default Conforming Borrowing Base or the Borrowing Base, as a result of which it applicable, that has become a Defaulting Lender within five Business Days after been approved by the Borrower’s request that it cure such default; Supermajority Lenders or (cv) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), the then Borrower or Agent may, by giving written notice to at Borrower’s sole expense, require the Borrower and any Affected Lender to sell and assign all of its election interests, rights and obligations under this Agreement, including, without limitation, its Revolving Credit Commitment Amount, to an Eligible Assignee (which may be one or more of Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice from Borrower requiring it to do so, for an aggregate price equal to the sum of the portion of all Advances made by it, interest and fees accrued for its account through but excluding the date of such payment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the amount of any compensation then due to the Affected Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, Borrower and Administrative Agent, shall enter into an Assignment and Assumption pursuant to Section 13.7, whereupon such Purchasing Lender shall be a Lender party to this MRC Energy Company Credit Agreement Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Commitment Amount equal to the Affected Lender’s Revolving Credit Percentage (immediately prior to such assignment) of the then applicable Revolving Credit Aggregate Commitment, provided, however, that if the Affected Lender does not execute such Assignment and Assumption within (2) Business Days of receipt thereof, Administrative Agent may execute the Assignment and Assumption as the Affected Lender’s attorney-in-fact. Each of Lenders hereby irrevocably constitutes and appoints Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment and Assumption while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.11, Purchasing Lender shall pay to Administrative Agent the processing and recordation fee required under Section 13.7. (b) If any Lender is an Affected Lender of the type described in Section 13.11(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), Borrower may, with the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed), and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to Lenders, elect to cause reduce the Revolving Credit Aggregate Commitment by an amount equal to the Non-Compliant Lender’s Revolving Credit Percentage of the Revolving Credit Aggregate Commitment and repay such Affected Non-Compliant Lender an amount equal the principal amount of all Advances owing to it, all interest and fees accrued for its account through but excluding the date of such repayment, and all other amounts payable to it hereunder (including without limitation, if demanded by the Non-Compliant Lender, the amount of any compensation then due to the Non-Compliant Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of such Affected Non-Compliant Lender’s Revolving Credit Commitment Amount and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) shall be reallocated among Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the provisions extent that the sum of Section 12.7 the aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lender’s Revolving Credit Percentage of the aggregate outstanding principal amount of Letter of Credit Obligations prior to giving effect to such reallocation plus such Lender’s Revolving Credit Percentage of the Fronting Exposure to be reallocated does not exceed such Lender’s Revolving Credit Percentage of the Revolving Credit Aggregate Commitment and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) only so long as no Default or Event of Default has occurred and is continuing on the date of such assignment, the Replacement Lender shall pay reallocation; provided that with respect to Affected Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans any portion of the Affected Lender and (B) an amount equal Fronting Exposure that may not be reallocated, Borrower shall deliver to all accruedAdministrative Agent, but theretofore unpaid fees owing for the benefit of Issuing Lender, cash collateral or other security satisfactory to Administrative Agent, with respect any such Affected Lender pursuant to the Fee Letter; (2) on the date of such assignment,remaining Fronting Exposure. MRC Energy Company Credit Agreement

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender shall give notice to the Borrower that such Lender is entitled to receive payments under Section 10.1 or 10.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (ib)(i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 12.9(b), the consent of the Agent and the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained (a “Non-Consenting Lender”); then, with respect to each such Lender (an “Affected Lender”), the Borrower or Agent may, by giving written notice to the Borrower and any Affected Lender of its election to do so, elect to cause such Affected Lender (and such Affected Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Affected Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Affected Lender and (B) an amount equal to all accrued, but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on the date of such assignment,, the Borrower shall pay any amounts payable to such Affected Lender pursuant to Section 10.1 or 10.4; and (3) in the event such Affected Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Affected Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Affected Lender, such Affected Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Affected Lender to indemnification hereunder shall survive as to such Affected Lender.

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Eurodollar-based Advances has been suspended pursuant to receive payments under Section 10.1 11.3 or 10.411.4, (ii) who has not agreed to a request for extension of the circumstances Revolving Credit Maturity Date, as to which entitle such Lender to receive such payments shall remain in effectall other Lenders have consented, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; that has demanded compensation under Sections 3.4(c), 11.5 or 11.6, (b) (iiv) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (cv) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Agent or Borrower or Agent may, by giving written notice to at Borrower’s sole expense, require the Borrower and any Affected Lender to sell and assign all of its election interests, rights and obligations under this Agreement, including, without limitation, its Revolving Credit Aggregate Commitment, to an assignee (which may be one or more of the Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice from Borrower requiring it to do so, elect for an aggregate price equal to cause such Affected Lender (the sum of the portion of all Advances made by it, interest and such Affected Lender hereby irrevocably agrees) to assign fees accrued for its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on account through but excluding the date of such assignmentpayment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the Replacement amount of any compensation that due to the Affected Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment, the applicable Percentages of the Term Loan of the Affected Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12, Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8. (b) If any Lender is an Affected Lender of the type described in Section 13.12(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), Borrower may, with the prior written consent of the Agent, and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce the Revolving Credit Aggregate Commitment by an amount equal to the sum Non-Compliant Lender’s Percentage of (A) the Revolving Credit Aggregate Commitment of such Non-Compliant Lender and repay such Non-Compliant Lender an amount equal to the principal ofamount of all Advances owing to it, all interest and fees accrued for its account through but excluding the date of such repayment, and all accrued interest onother amounts payable to it hereunder (including without limitation, all outstanding Loans if demanded by the Non-Compliant Lender, the amount of any compensation that due to the Non-Compliant Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of Revolving Credit Aggregate Commitment and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender shall be reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the extent that the sum of the Affected aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lender’s Percentage of the aggregate outstanding principal amount of Swing Line Advances and Letter of Credit Obligations prior to giving effect to such reallocation plus such Lender’s Percentage of the Fronting Exposure to be reallocated does not exceed such Lender’s Percentage of the Revolving Credit Aggregate Commitment, and with respect to any portion of the Fronting Exposure that may not be reallocated, Borrower shall deliver to the Agent, for the benefit of the Issuing Lender and and/or Swing Line Lender, as applicable, cash collateral or other security satisfactory to the Agent, with respect any such remaining Fronting Exposure. (Bc) an amount equal If any Lender is a Non-Compliant Lender, Borrower may, notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to repay all accrued, but theretofore unpaid fees amounts owing to such Affected a Non-Compliant Lender pursuant in connection with the Term Loan, so long as (i) no Default or Event of Default exists at the time of such repayment and (ii) after giving effect to any reduction in the Fee Letter; Revolving Credit Aggregate Commitment, payments on the Revolving Credit under clause (2b) above and payments on the Term Loan and under this clause (c), Borrower shall have availability, on the date of the repayment, to borrow additional Revolving Credit Advances under the Revolving Credit Aggregate Commitment of at least $5,000,000 (after taking into account the sum on such assignment,date of the outstanding principal amount of all Revolving Credit Advances, Swing Line Advances and Letter of Credit Obligations).

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: If (a) ) the obligation of any Lender to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4, (ib) any Lender shall give notice to the Borrower that such Lender is entitled to receive payments has demanded compensation under Section 10.1 Sections 3.4(c), 11.4 or 10.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; 11.5 or (c) in connection with any proposed Lender has become an Impaired Lender or has not approved an amendment, modification, termination, waiver or consent with respect to any other modification of this Agreement, if such amendment, waiver or modification has been approved by the provisions hereof as contemplated by Section 12.9(b), Majority Lenders and the consent of the Agent and the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent Lender is required shall not have been obtained (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Borrower shall have the following rights in addition to any other rights or Agent remedies it may have hereunder: (i) Subject to Section 13.8 hereof, the Borrower may, by giving written with the assistance of the Agent, seek a substitute Lender or Lenders (which may be one or more of the Lenders (the “Purchasing Lender” or “Purchasing Lenders”)) to purchase the Advances of the Revolving Credit and/or Swing Line, as the case may be, and assume the Revolving Credit Aggregate Commitment (including without limitation the participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Lender, and require the Affected Lender to sell its Advances of the Revolving Credit and/or the Swing Line, as the case may be, and assign its Revolving Credit Aggregate Commitment to such Purchasing Lender or Purchasing Lenders within two (2) Business Days after receiving notice to from the Borrower and any Affected Lender of its election requiring it to do so, elect at an aggregate price equal to cause the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale, payable (in immediately available funds) in cash. In connection with any such sale, and as a condition thereof, the Borrower shall pay to the Affected Lender (and such Affected Lender hereby irrevocably agrees) all fees accrued for its account hereunder to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on but excluding the date of such assignmentsale, plus, if demanded by the Affected Lender within ten (10) Business Days after such sale, any additional compensation accrued for its account under Sections 3.4(c), 11.4 and 11.5 to but excluding said date. Upon such sale, the Replacement Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment of the Affected Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver an Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8; and (ii) With respect to any Affected Lender that is an Impaired Lender, the Borrower may, with the prior written consent of the Agent and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce the Revolving Credit Aggregate Commitment by the amount of the Revolving Credit Aggregate Commitment of such Affected Lender and repay all amounts owing to such Affected Lender, subject to the following: (A) such Affected Lender shall receive an amount in cash equal to the sum of (A) an outstanding principal amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Affected Lender and (B) an amount equal to all accrued, but theretofore unpaid fees owing to such Affected Lender pursuant under this Agreement, plus unpaid interest accrued thereon up to but excluding the date of the repayment. In addition, and as a condition thereof, the Borrower shall pay to the Fee Letter; Affected Lender all fees accrued for its account hereunder to but excluding the date of such repayment, plus, if demanded by the Affected Lender within ten (210) Business Days after such repayment, any additional compensation accrued for its account under Sections 3.4(c), 11.4 and 11.5 to but excluding said date; (B) after giving effect to the reduction in the Revolving Credit Aggregate Commitment and the payments required under subclause (A) above, the Borrower shall have availability, on the date of the repayment, to borrow additional Revolving Credit Advances under the Revolving Credit Aggregate Commitment of at least $5,000,000 (after taking into account the sum on such assignment,date of the outstanding principal amount of all Revolving Credit Advances, Swing Line Advances and Letter of Credit Obligations); and (C) the stated dollar commitment of any other Lender is not increased thereby.

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Eurodollar-based Advances has been suspended pursuant to receive payments under Section 10.1 11.3 or 10.411.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 3.4(c), and 11.5 or 11.6, (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (civ) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Borrower Agent or Agent the Borrowers may, by giving written notice to at Borrowers’ sole expense, require the Borrower and any Affected Lender to sell and assign all of its election interests, rights and obligations under this Agreement, including, without limitation, its Commitments, to an assignee (which may be one or more of the Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice from the Borrowers requiring it to do so, elect for an aggregate price equal to cause such Affected Lender (the sum of the unpaid portion of all Advances made by it, interest and such Affected Lender hereby irrevocably agrees) to assign fees accrued for its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on account through but excluding the date of such assignmentpayment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the Replacement amount of any compensation that due to the Affected Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrowers and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender 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 Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12, the Borrowers or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8. (b) If any Lender is an Affected Lender of the type described in Section 13.12(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), the Borrowers may, with the prior written consent of the Agent, and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce any Commitments by an amount equal to the sum Non-Compliant Lender’s Percentage of (A) the Commitment and repay such Non-Compliant Lender an amount equal to the principal ofamount of all Advances owing to it, all interest and fees accrued for its account through but excluding the date of such repayment, and all accrued interest onother amounts payable to it hereunder (including without limitation, all outstanding Loans if demanded by the Non-Compliant Lender, the amount of any compensation that due to the Non-Compliant Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of Commitments and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender shall be reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the extent that the sum of the Affected aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lender’s Percentage of the aggregate outstanding principal amount of Swing Line Advances and Letter of Credit Obligations prior to giving effect to such reallocation plus such Lender’s Percentage of the Fronting Exposure to be reallocated does not exceed such Lender’s Percentage of the Revolving Credit Aggregate Commitment, and with respect to any portion of the Fronting Exposure that may not be reallocated, the Borrowers shall deliver to the Agent, for the benefit of the Issuing Lender and and/or Swing Line Lender, as applicable, cash collateral or other security satisfactory to the Agent, with respect any such remaining Fronting Exposure. (Bc) an amount equal If any Lender is a Non-Compliant Lender, the Borrowers may, notwithstanding Section 10.3 or any other provisions requiring pro rata payments to the Lenders, elect to repay all accrued, but theretofore unpaid fees amounts owing to such Affected a Non-Compliant Lender pursuant in connection with Term Loan A and the Draw-to-Facility, so long as (i) no Default or Event of Default exists at the time of such repayment and (ii) after giving effect to any reduction in the Fee Letter; Revolving Credit Aggregate Commitment, payments on the Revolving Credit under clause (2b) above and payments on Term Loan A and the Draw-to-Facility under this clause (c), the Borrowers shall have availability, on the date of the repayment, to borrow additional Revolving Credit Advances under the Revolving Credit Aggregate Commitment of at least $10,000,000 (after taking into account the sum on such assignment,date of the outstanding principal amount of all Revolving Credit Advances, Swing Line Advances and Letter of Credit Obligations).

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make SOFR Advances has been suspended pursuant to receive payments under Section 10.1 or 10.411.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 3.4(c) or 11.5, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall that has become a Defaulting Lender, and (iiiv) such Defaulting Lender shall fail to cure that has not approved an increase in the default as a result of which it Borrowing Base that has become a Defaulting Lender within five Business Days after been approved by the Borrower’s request that it cure such default; Supermajority Lenders or (cv) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall (or other requisite amount of Lenders) have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), the then Borrower or Agent may, by giving written notice to at Borrower’s sole expense, require the Borrower and any Affected Lender to sell and assign all of its election interests, rights and obligations under this Agreement, including, without limitation, its Revolving Credit Commitment AmountCommitments, to an Eligible Assignee (which may be one or more of Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice from Borrower requiring it to do so, for an aggregate price equal to the sum of the portion of all Advances made by it, interest and fees accrued for its account through but excluding the date of such payment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the amount of any compensation then due to the Affected Lender under Sections 3.4(c), 11.1 and 11.5 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, Borrower and Administrative Agent, shall enter into an Assignment and Assumption pursuant to Section 13.7, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Commitment AmountCommitments equal to the Affected Xxxxxx’s Revolving CreditApplicable Commitment Percentage (immediately prior to such assignment) of the then applicable Revolving Credit Aggregate Commitmentaggregate Commitments, provided, however, that if the Affected Lender does not execute such Assignment and Assumption within (2) Business Days of receipt thereof, Administrative Agent may execute the Assignment and Assumption as the Affected Xxxxxx’s attorney-in-fact. Each of Lenders hereby irrevocably constitutes and appoints Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment and Assumption while such Xxxxxx is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.11, Purchasing Lender shall pay to Administrative Agent the processing and recordation fee required under Section 13.7. (b) If any Lender is an Affected Lender of the type described in Section 13.11(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), Borrower may, with the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed), and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to Lenders, elect to cause reduce the Revolving Credit Aggregate Commitmentaggregate Commitments by an amount equal to the Non-Compliant Lender’s Revolving CreditApplicable Commitment Percentage of the Revolving Credit Aggregate Commitmentaggregate Commitments and repay such Affected Non-Compliant Lender an amount equal the principal amount of all Advances owing to it, all interest and fees accrued for its account through but excluding the date of such repayment, and all other amounts payable to it hereunder (including without limitation, if MRC Energy Company Credit Agreement 154 demanded by the Non-Compliant Lender, the amount of any compensation then due to the Non-Compliant Lender under Sections 3.4(c), 11.1 and 11.5 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of such Affected Non-Compliant Lender’s Revolving Credit Commitment AmountCommitments and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) shall be reallocated among Revolving Credit Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the provisions extent that the sum of Section 12.7 the aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Xxxxxx’s Revolving Credit Percentage of the aggregate outstanding principal amount of Letter of Credit Obligations prior to giving effect to such reallocation plus such Xxxxxx’s Revolving Credit Percentage of the Fronting Exposure to be reallocated does not exceed such Xxxxxx’s Revolving Credit Percentage of the Revolving Credit Aggregate Commitment and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) only so long as no Default or Event of Default has occurred and is continuing on the date of such assignment, the Replacement Lender shall pay reallocation; provided that with respect to Affected Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans any portion of the Affected Lender and (B) an amount equal Fronting Exposure that may not be reallocated, Borrower shall deliver to all accruedAdministrative Agent, but theretofore unpaid fees owing for the benefit of each Issuing Lender, cash collateral or other security satisfactory to Administrative Agent, with respect any such Affected Lender pursuant to the Fee Letter; (2) on the date of such assignment,remaining Fronting Exposure.

Substitution or Removal of Lenders. Anything contained herein (1) With respect to the contrary notwithstanding, in the event that: (a) any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Eurodollar-based Advances or CDOR-based Advances has been suspended pursuant to receive payments under Section 10.1 10.2 or 10.4Section 10.3, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 3.5, and 10.4 or 10.5, (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (civ) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Agent or the Borrower or Agent may, by giving written at the Borrower’s sole expense, require the Affected Lender to sell and assign all of its interests, rights and obligations under this Agreement, including, without limitation, its Commitments, to an assignee (which may be one or more of the Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice to from the Borrower and any Affected Lender of its election requiring it to do so, elect for an aggregate price equal to cause such Affected Lender (the sum of the portion of all Advances made by it, interest and such Affected Lender hereby irrevocably agrees) to assign fees accrued for its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on account through but excluding the date of such assignmentpayment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the Replacement amount of any compensation that due to the Affected Lender under Sections 3.5, 10.1, 10.4 or 10.5 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 12.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment of the Affected Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 12.12, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8. (2) If any Lender is an Affected Lender of the type described in Section 12.10(2)(c) and (d) (any such Lender, a “Non-Compliant Lender”), the Borrower may, with the prior written consent of the Agent, and notwithstanding Section 9.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce any Commitments by an amount equal to the sum Non-Compliant Lender’s Percentage of (A) the Commitment of such Impaired Lender and repay such Non-Compliant Lender an amount equal to the principal of, and amount of all accrued interest onAdvances owing to it, all outstanding Loans of the Affected Lender interest and (B) an amount equal to all accrued, fees accrued for its account through but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on excluding the date of such assignment,repayment, and all other amounts payable to it hereunder (including without limitation, if demanded by the Non-Compliant Lender, the amount of any compensation that due to the Non- Compliant Lender under Sections 3.5, 10.1, 10.4 or 10.5 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of Commitments and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender shall be reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the extent that the sum of the aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lender’s Percentage of the aggregate outstanding principal amount of Swing Line Advances, Letter of Credit Obligations and Hedging Obligations prior to giving effect to such reallocation plus such Lender’s Percentage of the Fronting Exposure to be reallocated does not exceed such Lender’s Percentage of the Revolving Credit Aggregate Commitment, and with respect to any portion of the Fronting Exposure that may not be reallocated, the Borrower shall deliver to the Agent, for the benefit of the Issuing Lender and/or Swing Line Lender, as applicable, cash collateral or other security satisfactory to the Agent, with respect any such remaining Fronting Exposure.

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: If (a) ) the obligation of any Lender to make Eurodollar-based Advances has been suspended pursuant to Section 12.3 or 12.4, (ib) any Lender shall give notice to the Borrower that such Lender is entitled to receive payments has demanded compensation under Section 10.1 Sections 3.4(c), 12.5 or 10.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; 12.6 or (b) (ic) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (c) in connection with any proposed has not approved an amendment, modification, termination, waiver or consent with respect to any other modification of this Agreement, if such amendment, waiver or modification has been approved by the provisions hereof as contemplated by Section 12.9(b), Majority Lenders and the consent of the Agent and the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent Lender is required shall not have been obtained (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Borrower Borrowers shall have the following rights in addition to any other rights or Agent remedies it may have hereunder. (i) Subject to Section 14.8 hereof, the Borrowers may, by giving written notice with the assistance of the Agent, seek a substitute Lender or Lenders (which may be one or more of the existing Lenders (the “Purchasing Lender” or “Purchasing Lenders”) to purchase the Borrower Advances of the Revolving Credit, Swing Line, Acquisition Credit and/or the Term Loan, as the case may be and any assume the Revolving Credit Aggregate Commitment (including without limitation the participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Lender, and require the Affected Lender to sell its Advances of the Revolving Credit, Swing Line, Acquisition Credit and/or the Term Loan, as the case may be, and assign its election Revolving Credit Aggregate Commitment to such Purchasing Lender or Purchasing Lenders within two (2) Business Days after receiving notice from the Borrowers requiring it to do so, elect at an aggregate price equal to cause the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale, payable (in immediately available funds) in cash. In connection with any such sale, and as a condition thereof, the Borrowers shall pay to the Affected Lender (and all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender hereby irrevocably agreeswithin ten (10) Business Days after such sale, (x) the amount of any compensation which would be due to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) under Section 12.1 if the Borrower had prepaid the outstanding Eurodollar-based Advances of the Affected Lender on the date of such assignmentsale (unless such Affected Lender is a Defaulting Lender, in which case no such compensation shall be due) and (y) any additional compensation accrued for its account under Sections 3.4(c), 12.5 and 12.6 to but excluding said date. Upon such sale, the Replacement Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrowers and the Agent, shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender 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 Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver an Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 14.12, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 14.8; and (ii) With respect to any Affected Lender an amount equal that is a Defaulting Lender, the Borrowers may, with the prior written consent of the Agent and notwithstanding Section 11.3 of this Agreement or any other provisions requiring pro rata payments to the sum of (A) an Lenders, elect to reduce the Revolving Credit Aggregate Commitment by the amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Revolving Credit Aggregate Commitment of such Affected Lender and (B) an the Acquisition Credit Aggregate Commitment by the amount equal to of the Acquisition Credit Aggregate Commitment of such Affected Lender and repay all accrued, but theretofore unpaid fees amounts owing to such Affected Lender pursuant in respect thereof, subject to the Fee Letter; following: (2A) such Affected Lender shall receive an amount in cash equal to the outstanding principal amount owing to such Affected Lender under this Agreement, plus unpaid interest accrued thereon up to but excluding the date of the repayment. In addition, and as a condition thereof, the Borrowers shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such repayment, plus, if demanded by the Affected Lender within ten (10) Business Days after such repayment, (x) the amount of any compensation which would be due to the Affected Lender under Section 12.1 if the Borrowers had prepaid the outstanding Eurodollar-based Advances of the Affected Lender on the date of such assignment,repayment and (y) any additional compensation accrued for its account under Sections 3.4(c), 12.5 and 12.6 to but excluding said date; (B) after giving effect to the reduction in the Revolving Credit Aggregate Commitment and the payments required under subclause (A) above, the Borrower shall have availability, on the date of the repayment, to borrow additional Revolving Credit Advances under the Revolving Credit Aggregate Commitment of at least $2,500,000 (after taking into account the sum on such date of the outstanding principal amount of all Revolving Credit Advances, Swing Line Advances and Letter of Credit Obligations); (C) the stated dollar commitment of any other Lender is not increased thereby; and (iii) if such Affected Lender is a Defaulting Lender and such Defaulting Lender holds no share of the Revolving Credit Aggregate Commitment or the Acquisition Credit Aggregate Commitment, or with respect to which the Borrowers have elected to reduce the Revolving Credit Aggregate Commitment and Acquisition Credit Aggregate Commitment of such Defaulting Lender by such Defaulting Lender’s Revolving Credit Percentage and Acquisition Credit Percentage, as applicable, in accordance with the foregoing provisions of clause (ii), the Borrowers may repay all amounts owing to such Lender in connection with the Term Loan, provided that (A) the Majority Lenders have consented to such payment in writing, (B) after giving effect to any reduction of the Revolving Credit Aggregate Commitment or payments on the Revolving Credit under clause (ii) above and payments on the Term Loan under this clause (iii), the Borrowers shall have availability, on the date of the repayment, to borrow additional Revolving Credit Advances under the Revolving Credit Aggregate Commitment of at least $2,500,000 (after taking into account the sum on such date of the outstanding principal amount of all Revolving Credit Advances, Swing Line Advances and Letter of Credit Obligations) and (C) the stated dollar commitment of any other Lender is not increased thereby.

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a) ) With respect to any Lender (i) any Lender shall give notice whose obligation to the Borrower that such Lender is entitled make Eurodollar-based Advances has been suspended pursuant to receive payments under Section 10.1 11.3 or 10.411.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effectthat has demanded compensation under Sections 3.4(c), and 11.5 or 11.6, (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it that has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (civ) in connection with any proposed that has failed to consent to a requested amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof Loan Document as contemplated by Section 12.9(b), the consent of the Agent and to which the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained already consented (a “Non-Consenting Lender”); thenin each case, with respect to each such Lender (an “Affected Lender”), then the Agent or the Borrower or Agent may, by giving written at the Borrower’s sole expense, require the Affected Lender to sell and assign all of its interests, rights and obligations under this Agreement, including, without limitation, its Commitments, to an assignee (which may be one or more of the Lenders) (such assignee shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice to from the Borrower and any Affected Lender of its election requiring it to do so, elect for an aggregate price equal to cause such Affected Lender (the sum of the portion of all Advances made by it, interest and such Affected Lender hereby irrevocably agrees) to assign fees accrued for its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on account through but excluding the date of such assignmentpayment, and all other amounts payable to it hereunder, from the Purchasing Lender(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including without limitation, if demanded by the Affected Lender, the Replacement amount of any compensation that due to the Affected Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash. The Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment of the Affected Lender, provided, however, that if the Affected Lender does not execute such Assignment Agreement within (2) Business Days of receipt thereof, the Agent may execute the Assignment Agreement as the Affected Lender’s attorney-in-fact. Each of the Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Lender or in its own name to execute and deliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such power of attorney to be deemed coupled with an interest and irrevocable). In connection with any assignment pursuant to this Section 13.12, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8. (b) If any Lender is an Affected Lender of the type described in Section 13.12(a)(iii) and (iv) (any such Lender, a “Non-Compliant Lender”), the Borrower may, with the prior written consent of the Agent, and notwithstanding Section 10.3 of this Agreement or any other provisions requiring pro rata payments to the Lenders, elect to reduce any Commitments by an amount equal to the sum Non-Compliant Lender’s Percentage of (A) the Commitment of such Non-Compliant Lender and repay such Non-Compliant Lender an amount equal to the principal of, and amount of all accrued interest onAdvances owing to it, all outstanding Loans of the Affected Lender interest and (B) an amount equal to all accrued, fees accrued for its account through but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on excluding the date of such assignment,repayment, and all other amounts payable to it hereunder (including without limitation, if demanded by the Non-Compliant Lender, the amount of any compensation that due to the Non-Compliant Lender under Sections 3.4(c), 11.1, 11.5 and 11.6 to but excluding said date), payable (in immediately available funds) in cash, so long as, after giving effect to the termination of Commitments and the repayments described in this clause (b), any Fronting Exposure of such Non-Compliant Lender shall be reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective Revolving Credit Percentages, but only to the extent that the sum of the aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lender’s Percentage of the aggregate outstanding principal amount of Swing Line Advances and Letter of Credit Obligations prior to giving effect to such reallocation plus such Lender’s Percentage of the Fronting Exposure to be reallocated does not exceed such Lender’s Percentage of the Revolving Credit Aggregate Commitment, and with respect to any portion of the Fronting Exposure that may not be reallocated, the Borrower shall deliver to the Agent, for the benefit of the Issuing Lender and/or Swing Line Lender, as applicable, cash collateral or other security satisfactory to the Agent, with respect any such remaining Fronting Exposure.

Substitution or Removal of Lenders. Anything contained herein to the contrary notwithstanding, in the event that: (a)If (i1) any Lender shall give notice has become an Impaired Lender, (2) the obligation of any Lender to make Eurodollar-based Advances or Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4, (3) any Lender has demanded compensation under Section 3.4(c), 11.5 or 11.6 or (4) any Lender has not approved an amendment, waiver or other modification of this Agreement, if such amendment or waiver has been approved by the Borrower that Majority Lenders and the consent of such Lender is entitled to receive payments under Section 10.1 or 10.4required (in each case, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 12.9(b), the consent of the Agent and the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained (a “Non-Consenting Lender”); then, with respect to each such Lender (an “Affected Lender”), then the Agent or the Borrower or Agent may, by giving shall have the right to make written notice demand on the Affected Lender (with a copy to the Borrower and any Affected Lender in the case of its election a demand by the Agent or with a copy to do so, elect to cause such Affected Lender (and such Affected Lender hereby irrevocably agreesthe Agent in the case of a demand by the Borrower) to assign its outstanding Loans in full and the Affected Lender shall assign, to one or more Eligible Assignees (each a “Replacement Lender”) in accordance financial institutions that comply with the provisions of Section 12.7 13.8 hereof (the “Purchasing Lender” or “Purchasing Lenders”) to purchase the Advances of the Revolving Credit and the Swing Line, of such Affected Lender (including, without limitation, its participating interests in outstanding Swing Line Advances and Letters of Credit) and assume the commitment of the Affected Lender to extend credit under the Revolving Credit (including without limitation its obligation to purchase participation interests in Swing Line Advances and Letters of Credit) under this Agreement. The Affected Lender shall pay any fees payable thereunder be obligated to sell its Advances of the Revolving Credit and the Swing Line, and assign its commitment to extend credit under the Revolving Credit (including without limitation its obligations to purchase participations in Swing Line Advances and Letters of Credit) to such Purchasing Lender or Purchasing Lenders within ten (10) days after receiving notice from the 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 assignment; providedsale, and as a condition thereof, the Borrower shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten (10) Business Days after such sale, (1i) the amount of any compensation which would be due to the Affected Lender under Section 11.1 if the Borrower had prepaid the outstanding Eurodollar-based Advances or Eurocurrency-based Advances of the Affected Lender on the date of such assignmentsale and (ii) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.6 to but excluding said date. Upon such sale, the Replacement Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent (except with respect to Section 13.11 hereof). If any Purchasing Lender is not already one of the Lenders, the Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment. In connection with any assignment pursuant to this Section 13.12, the Borrower or the Purchasing Lender shall pay to Affected Lender an amount equal the Agent the administrative fee for processing such assignment referred to in Section 13.8.” 39. Schedule I to the sum Credit Agreement is hereby replaced with Schedule I attached hereto. 40. The Credit Agreement is hereby amended by adding Schedule 7.16 thereto, which shall be in the form of (A) an amount equal Schedule 7.16 attached hereto. 41. Exhibit A to the principal Credit Agreement is hereby replaced with Exhibit A attached hereto. 42. Exhibit L to the Credit Agreement is hereby replaced with Exhibit L attached hereto. 43. No course of dealing on the part of Agent, any Lender or any of their officers, nor any failure or delay in the exercise of any right by Agent or any Lender, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Agent’s or any Lender’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Agent or any Lender thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Agent and the requisite Lenders (in accordance with the Credit Agreement). 44. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Credit Agreement. The Credit Agreement, as amended hereby, shall be and remains in full force and effect in accordance with its terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Agent or any Lender under the Credit Agreement, as in effect prior to the date hereof. 45. Borrower represents and all accrued interest onwarrants that, all outstanding Loans after giving effect to this Amendment, (a) each of the Affected Lender representations and (B) an amount equal to warranties contained in the Credit Agreement and in each of the other Loan Documents is true and correct in all accrued, but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on material respects as of the date of this Amendment as if made on and as of such assignment,date (other than any representation or warranty that expressly speaks only as of a different date), and (b) no Event of Default exists as of the date of this Amendment. 46. As a condition to the effectiveness of this Amendment, Agent shall have received, in form and substance satisfactory to Agent, the following: (a) this Amendment, duly executed by Borrower; (b) a Certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Amendment; (c) an amendment fee payable to each Lender who consents to and signs this Amendment, equal to 10bps of such Lender’s Revolving Credit Commitment Amount; (d) that certain Fee Letter between Borrower and Agent, duly executed by Borrower; (e) all reasonable attorneys’ fees and expenses incurred through the date of this Amendment, which may be debited from any of Borrower's accounts; and (f) such other documents, and completion of such other matters, as Agent may reasonably deem necessary or appropriate. 47. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.