Common use of Replacement Banks Clause in Contracts

Replacement Banks. (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6).

Replacement Banks. If Agent notifies Borrower that a Revolver Extension Request has been denied pursuant to CLAUSE (ai) So long as no Default shall have occurred and be continuingabove, the Borrower may, on a Business Day which is at any timeleast twenty (20) days prior to the next anniversary of the 1995 Closing Date, replace any Bank notify Agent and the Bank(s) which have denied the Revolver Extension Request (the "DISSENTING BANK(S)") that Borrower has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is identified a Defaulting replacement Bank (any such Bank being herein called an “Affected Bank”the "REPLACEMENT BANK") by giving not less than 10 Business Days’ prior notice to permanently replace the Commitments, Reimbursement Obligations and Loans of the Dissenting Bank(s) and to consent to the Administrative Agent (which Revolver Extension Request. Upon receipt of such notice, the Dissenting Bank(s) shall promptly notify be obligated to effect an Assignment made in accordance with SUBPARAGRAPH 8.05(c) to such Affected Replacement Bank and each other Bank) on or before the next anniversary of the 1995 Closing Date; PROVIDED, HOWEVER, that it intends to replace such Affected Bank with one or more other lenders (including the Assignment Effective Date shall not be before the date of the expiration of the longest Interest Period then in affect for any Bank) selected Revolving LIBOR Loans held by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consentDissenting Bank(s). The method On the Assignment Effective Date, (whether by A) Borrower or the Replacement Bank shall pay to Agent for the account of the Dissenting Bank(s) all amounts which would be paid to an Assigning Bank under SUBPARAGRAPH 8.05(c) and to Agent all amounts that would be paid to Agent in connection with an assignment or otherwiseunder SUBPARAGRAPH 8.05(c), and (B) of the Replacement Bank shall execute and documentation for such replacement shall be either deliver to Agent a Transfer Supplement substantially Revolver Extension Request in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate accordance with the provisions of CLAUSE (i) above. Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing remain liable to such Affected Bank hereunder Dissenting Bank(s) for any costs (including, without limitation, interest, Facility Fees, compensation and additional amounts any costs under this Section 6, in each case accrued to PARAGRAPH 2.11) that the effective date Dissenting Bank(s) may incur as a consequence of such replacement). Upon the Assignment Effective Date with respect to such replacement, whereupon each replacement lender such Dissenting Bank(s) shall become cease to be a “"Bank” for all purposes " hereunder; PROVIDED, HOWEVER, that nothing shall affect (x) any liability or obligation of this Agreement having a Commitment in Borrower or any other Bank to such Dissenting Bank(s) which accrued prior to the amount date of such Affected Bank’s Commitment assumed by ittermination, and (y) such Commitment Dissenting Bank(s)' rights in respect of any such liability or obligation. Once Agent has received the executed copy of the Affected Revolver Extension Request from the Replacement Bank being and so long as all Revolver Extension Requests previously executed by any other Banks not so replaced shall remain in full force and effect, the "Revolving Loan Maturity Date" set forth in SCHEDULE II shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement deemed extended as provided in Section 13.6)the Revolver Extension Request.

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested demanded compensation from the Borrower pursuant to Section 6.1 Sections 6.2.2, 6.6 or 6.7 hereof, (b) any Bank fails or whose obligation refuses to make additional Eurodollar available to the Agent on any Drawdown Date the amount of its Commitment Percentage of any requested Revolving Credit Loan or Money Market Loans has been suspended pursuant (c) there shall have occurred a change in law with respect to Section 6.1(b) or 6.3 hereof, or any Bank that is as a Defaulting consequence of which it shall have become unlawful for such Bank to make a Eurodollar Rate Loan on any Drawdown Date, as described in Section 6.5 hereof (any such Bank being herein called described in the foregoing clauses (a), (b) or (c) is hereinafter referred to as an “"Affected Bank”"), the Borrower may request that the other Banks (the "Non-Affected Banks") by giving acquire all, but not less than 10 Business Days’ prior notice all, of the Affected Bank's outstanding Revolving Credit Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Borrower so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment; provided, however, such Non-Affected Bank shall also be required to acquire and assume all or a like pro rata portion of such assignor's interests under the FIL Credit Agreement. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Revolving Credit Loans and Commitment and like interest and liabilities of the Affected Bank under the FIL Credit Agreement, the Borrower may designate a replacement bank or banks (which must be an Eligible Assignee), which must be reasonably satisfactory to the Administrative Agent (which shall promptly notify such Agent, to acquire and assume that portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower Non-Affected Banks; provided, however, such assignee shall also be required to acquire and acceptable to assume all or a like pro rata portion of such assignor's interests under the Administrative Agent (which shall not unreasonably withhold its consent)FIL Credit Agreement. The method provisions of Section 19 hereof shall apply to all reallocations pursuant to this Section 6.11 (whether by assignment or otherwise) of including, without limitation, the provisions pertaining to pro rata allocations with the FIL Credit Agreement), and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Revolving Credit Loans and Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of Section 19 hereof, such replacement). Upon the effective date of any replacement under this Assignments and Acceptances and other instruments, as are required pursuant to Section 6.6(a) (and as a condition thereto)18 hereof to give effect to such reallocations; provided, however, the Borrower shall, or shall cause the replacement lender(s) toassignee Bank, pay the registration fee set forth in Section 18.3. Any Non-Affected Banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of Section 19 hereof. On the effective date of the applicable Assignments and Acceptances, the Borrower shall pay to the Affected Bank being replaced all interest accrued on its Revolving Credit Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (up to but excluding such date, including, without limitation, interest, Facility Fees, compensation and additional any amounts under this that would have been payable pursuant to Section 6, 6.9 hereof in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become connection with a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)prepayment.

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested demanded compensation from the Borrower pursuant to Section 6.1 (S)(S)6.7 or 6.7 6.8 hereof, or whose obligation (b) there shall have occurred a change in law with respect to any Bank as a consequence of which it shall have become unlawful for such Bank to make additional a Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereofRate Loan on any Drawdown Date, or any Bank that is a Defaulting Bank as described in (S)6.6 hereof (any such Bank being herein called described in the foregoing clauses (a) or (b) is hereinafter referred to as an “"Affected Bank”) by giving "), -------- ---- the Borrower may request so long as no Default or Event of Default has occurred that the Non-Affected Banks acquire all, but not less than 10 Business Days’ prior notice all, of the Affected Bank's outstanding Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Borrower so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non- Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Loans and Commitment, the Borrower may designate a replacement bank or banks, which must be satisfactory to the Administrative Agent (and which shall promptly notify such would otherwise be an Eligible Assignee, to acquire and assume that portion of the outstanding Loans and Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent)Non-Affected Banks. The method provisions of (whether by assignment or otherwise) of S)21 hereof shall apply to all reallocations pursuant to this (S)6.12, and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non- Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Loans and Commitments of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of (S)21 hereof, such replacement)Assignments and Acceptances and other instruments, including, without limitation, Notes, as are required pursuant to (S)21 hereof to give effect to such reallocations. Upon On the effective date of any replacement under this Section 6.6(a) (the applicable Assignments and as a condition thereto)Acceptances, the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced all interest accrued on its Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued up to the effective date of but excluding such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)date.

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested demanded compensation from the Borrower pursuant to Section 6.1 (S)(S)5.7 or 6.7 5.8 hereof, or whose obligation (b) there shall have occurred a change in law with respect to any Bank as a consequence of which it shall have become unlawful for such Bank to make additional a Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereofRate Loan on any Drawdown Date, or any Bank that is a Defaulting Bank as described in (S)5.6 hereof (any such Bank being herein called described in the foregoing clauses (a) or (b) is hereinafter referred to as an “"Affected Bank”) by giving "), the Borrower may request that the Non-Affected Banks acquire all, but not less than 10 Business Days’ prior notice all, of the Affected Bank's outstanding Revolving Credit Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Borrower so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Revolving Credit Loans and Commitment, the Borrower may designate a replacement bank or banks, which must be satisfactory to the Administrative Agent (which shall promptly notify such Agent, to acquire and assume that portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent)Non-Affected Banks. The method provisions of (whether by assignment or otherwise) of S)19 hereof shall apply to all reallocations pursuant to this (S)5.12, and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Revolving Credit Loans and Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of (S)19 hereof, such replacement)Assignments and Acceptances and other instruments, including, without limitation, Revolving Credit Notes, as are required pursuant to (S)19 hereof to give effect to such reallocations. Upon Any Non- Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of (S)19 hereof. On the effective date of any replacement under this Section 6.6(a) (the applicable Assignments and as a condition thereto)Acceptances, the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced all interest accrued on its Revolving Credit Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued up to the effective date of but excluding such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)date.

Replacement Banks. (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, 6.5 hereof or any Bank that becomes and is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I “C” or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) 6.4 (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Undrawn Fees, Utilization Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacementreplacement subject to, in the case of a Defaulting Bank, Section 2.12), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment Commitments in the amount of such Affected Bank’s Commitment Commitments assumed by it, and such Commitment Commitments of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.56.3, 6.7 6.5 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). For greater certainty, any replacement of a Bank (whether a Defaulting Bank or otherwise) pursuant to this Section 6.4 shall be in compliance with and subject to the terms and provisions in Section 13.5(c).

Replacement Banks. Within 30 days after (a) So long as no Default any Bank has demanded compensation from the Borrowers pursuant to either Section Section 5.7 or 5.8 hereof, or (b) the Borrowers are required to make a deduction or withholding for the account of any Bank pursuant to Section 5.3.2(c) hereof, or (c) there shall have occurred and be continuing, the Borrower may, at any time, replace a change in law with respect to any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation as a consequence of which it shall have become unlawful for such Bank to make additional Eurodollar a Loan on the date of any applicable borrowing, as described in Section 12.2 hereof or Money Market Loans has been suspended pursuant to Section 6.1(b(d) or 6.3 hereof, or any Bank that is becomes a Defaulting Delinquent Bank (any such Bank being herein called described in the foregoing clauses (a), (b), (c) or (d) is hereinafter referred to as an “"Affected Bank”) by giving "), the Borrowers may request that the Non-Affected Banks acquire all, but not less than 10 Business Days’ prior notice all, of the Affected Bank's outstanding Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Borrowers so request, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire all of the Affected Banks outstanding Loans and Commitment, the Borrowers shall have the right to designate a replacement bank or banks, which must be reasonably satisfactory to the Administrative Agent (which shall promptly notify such Agent, to acquire and assume that portion of the outstanding Loans and Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent)Non-Affected Banks. The method (whether by assignment or otherwise) provisions of Section 19 hereof shall apply to all reallocations pursuant to this Section 5.13, and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Loans and Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of Section 19 hereof, such replacement)Assignments and Acceptances and other instruments, including, without limitation, Notes, as are required pursuant to Section 19 hereof to give effect to such reallocations. Upon On the effective date of any replacement under this Section 6.6(a) (the applicable Assignment and as a condition thereto)Acceptances, the Borrower shall, or Borrowers shall cause the replacement lender(s) to, pay to the Affected Bank being replaced all interest accrued on its Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued up to the effective date of but excluding such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)date.

Replacement Banks. Upon the election of any Affected Party to request reimbursement by the Borrower for increased costs under Sections 2.16 or 2.17 or for compensation in respect of withholding taxes under Section 2.19, the Borrower may, upon prior written notice to the Administrative Agent and such Affected Party, seek a replacement Bank to whom such additional costs or taxes shall not apply and which shall be reasonably satisfactory to the Administrative Agent (a) So long a "Replacement Bank"); provided, however, that the Borrower may not seek a replacement for a Managing Agent, in its capacity as no Default a Bank, unless the Issuer in the related Group and any other Bank, at such Bank's option, in such Group, is also to be replaced as a party to this Agreement and all Obligations owing to such Bank, the related Issuer and the related Managing Agent are to be repaid in full as they become due pursuant to Section 2.7(c)(iii). Each Affected Party agrees that, should it be identified for replacement pursuant to this Section 2.20, upon payment in full of all amounts due and owing to such Affected Party hereunder and under the other Transaction Documents, it will promptly execute and deliver all documents and instruments reasonably required by the Borrower to assign such Affected Party's portion of the Borrowings to the applicable Replacement Bank. Any such replacement shall have occurred not relieve the Borrower of its obligation to reimburse the Affected Party for any such increased costs or taxes incurred through the effective date of such replacement. Pending designation of a Replacement Bank (and be continuingthe related Issuer and Managing Agent), the Borrower may, at any timeits option, replace any Bank that has requested compensation from instruct the Borrower pursuant to Section 6.1 or 6.7 hereofAdministrative Agent, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is in a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior written notice provided to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank Agent, with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable copy provided to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto)Party, the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing that all Advances subsequent to such notice be made only by the Group that does not include such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to Party. As of the effective date of such replacement)notice, whereupon each replacement lender the Maximum Facility Amount shall become a “Bank” for all purposes of this Agreement having a Commitment in be reduced by the amount of such Affected Bank’s Commitment assumed by it, and such Commitment the Bank Commitments of the Banks in the Group that includes the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)Party.

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested had demanded compensation from the Borrower pursuant to Section 6.1 Sections 6.7 or 6.7 6.8 hereof, or whose (b) any obligation to make additional Eurodollar or Money Market Loans has been suspended is imposed upon the Borrower pursuant to Section 6.1(b) or 6.3 hereof6.3.2 with respect to any amount payable by the Borrower to any Bank, or (c) any Bank that is a Defaulting Bank has failed or refused to fund any Loan pursuant to Section 2.8.1 or Section 4.6.2 hereof (any such Bank being herein called described in the foregoing clauses (a) - (c) is hereinafter referred to as an “"Affected Bank”"), the Borrower may request that the other Banks (collectively, the "Non-Affected Banks") by giving acquire all, but not less than 10 Business Days’ prior notice to all, of the Administrative Agent (Affected Bank's Commitment and Acquisition Commitment or may designate a replacement bank or banks, which shall promptly notify such Affected Bank must be an Eligible Assignee and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and which also must be reasonably acceptable to the Administrative Agent Agent, to acquire and assume all or any portion of the outstanding Loans, Acquisition Commitment and Commitment of the Affected Bank (which shall not unreasonably withhold its consentthe "Replacement Bank"). If the Borrower so requests the Non-Affected Banks to acquire all or a portion of the Affected Bank's Commitment and Acquisition Commitment, the Non-Affected Banks may elect to acquire all or any portion of the Affected Banks outstanding Loans and to assume all or any portion of the Affected Bank's Commitment and Acquisition Commitment. If the Non- Affected Banks do not elect to acquire and assume all or any portion of the Affected Bank's outstanding Loans, Acquisition Commitment and Commitment, the Replacement Bank may acquire and assume that portion of the outstanding Loans, Acquisition Commitments and Commitments of the Affected Bank not otherwise acquired or assumed by the Non-Affected Banks. The method (whether by assignment or otherwise) provisions of Section 20 hereof shall apply to all reallocations pursuant to this Section 6.12, and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non-Affected Banks and/or Replacement Banks which are to acquire the Administrative Agent (which Loans, Acquisition Commitment and Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of Section 20 hereof, such replacement)Assignments and Acceptances and other instruments, including, without limitation, the Notes, as are required pursuant to Section 20 hereof to give effect to such reallocations. Upon On the effective date of any replacement under this Section 6.6(a) (the applicable Assignment and as a condition thereto)Acceptance, the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced all interest accrued on its Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued up to the effective date of but excluding such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)date.

Replacement Banks. (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, 6.5 hereof or any Bank that becomes and is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I “C” or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) 6.4 (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Undrawn Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacementreplacement subject to, in the case of a Defaulting Bank, Section 2.12), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment Commitments in the amount of such Affected Bank’s Commitment Commitments assumed by it, and such Commitment Commitments of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.56.3, 6.7 6.5 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). For greater certainty, any replacement of a Bank (whether a Defaulting Bank or otherwise) pursuant to this Section 6.4 shall be in compliance with and subject to the terms and provisions in Section 13.5(c).

Replacement Banks. (a) So long as no Default In the event that any Bank shall have occurred and be continuinggiven notice that it is entitled to claim compensation pursuant to Sections 7.8 or 7.9, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower or shall have given notice of illegality pursuant to Section 6.1 or 6.7 hereof2.10, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereofthe Company, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ with the prior notice to written consent of the Administrative Agent (which shall promptly notify consent will not unreasonably be withheld), may designate a replacement bank to assume the Commitments and the other obligations of such Affected Bank hereunder and under any outstanding Acceptance Participation held by such Bank and each other to purchase the outstanding Committed Loan Note and Bid Loan Note and any outstanding Acceptance Participation payable to such Bank and such Bank) that it intends to replace 's rights hereunder and with respect thereto, without recourse upon, or warranty by, or expense to, such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable for a purchase price equal to the Administrative Agent sum of (which shall not unreasonably withhold its consent). The method a) the aggregate outstanding unpaid principal amount of such Committed Loan Note and Bid Loan Note and any outstanding Acceptance Obligation payable to such Bank, together with all interest accrued and unpaid thereon, (whether b) any unpaid Facility Fee or other fee payable to such Bank for the period prior to such purchase, (c) the amount that would have been payable to such Bank pursuant to Section 7.3 had such purchase of said Committed Loan Note and Bid Loan Note constituted a prepayment thereof contemplated by assignment or otherwiseclause (c) of the first sentence of Section 7.3, and documentation for (d) the portion of the Acceptance Commission payable to such replacement shall be either a Transfer Supplement substantially Bank upon payment of the related Acceptance Obligation (prorated in the form proportion that the number of Exhibit I or otherwise acceptable days in the period from and including the date of creation of the related Acceptance to but excluding the date of the purchase of such Acceptance Participation bears to the Affected Bank number of days in the period from and including the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with date of creation of the Borrower in effecting such replacementrelated Acceptance to but excluding the date of the maturity of the related Acceptance). Upon the effective date of any replacement under this Section 6.6(a) (such assumption and as a condition thereto), the Borrower shall, or shall cause purchase by the replacement lender(s) tobank, pay such replacement bank shall be deemed to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become be a “"Bank” " for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment replaced Bank shall cease to be a "Bank" for purposes of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement and shall terminate no longer have any obligations hereunder (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement except as provided in Section 13.618.10) or rights hereunder (except as provided in Sections 7.3, 7.8, 7.9 and 19).

Replacement Banks. If (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested a Lender requests compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof4.01, or whose obligation (b) it becomes unlawful for a Lender to make additional Eurodollar Rate Loans as set forth in Section 4.03, (c) a Lender refuses or Money Market Loans otherwise fails to consent to any waiver, amendment or other modification of any Loan Document which (i) requires the written consent of more than the Required Lenders under Section 12.06 and (ii) has been suspended approved in writing by the Required Lenders or (d) the Borrower elects to replace First Union as a Lender, then so long as there does not then exist any Default or Event of Default, the Borrower may, in its sole discretion, on ten (10) Business Days' prior written notice to the Agent and any such Lender described in clauses (a), (b), (c) or (d) above, cause such Lender to (and such Lender shall) assign, pursuant to Section 6.1(b) or 6.3 hereof12.01, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s its rights and obligations under this Agreement to an Eligible Assignee designated by the Borrower which is willing to become a Lender for a purchase price equal to the outstanding principal amount of the Loans and Reimbursement Obligations payable to such Lender plus any accrued but unpaid interest on such Loans and Reimbursement Obligations, any accrued but unpaid fees payable hereunder to such Lender and any other amount payable to such Lender under this Agreement; provided, however, that any expenses or other amounts which would be owing to such Lender pursuant to any indemnification provision hereof (including, if applicable, Section 4.05) shall terminate (provided be payable by the Borrower as if the Borrower had prepaid the Loans of such Lender rather than such Lender having assigned its interest hereunder, and provided, further, however, that the obligations replacement of First Union as a Lender shall require the approval of all Lenders other than First Union. The Borrower or the assignee shall pay the applicable processing fee under Section 12.01. This Section 4.07 shall not be applicable to the replacement of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)Swing Line Lender."

Replacement Banks. (a) So long as no Default shall have occurred and be continuing, the Borrower may, If at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ time prior notice to the Administrative Agent (which shall promptly notify such Affected Revolving Credit Termination Date a Bank and each other Bank) determines that it intends does not desire to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and continue as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay party to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and has not obtained an assignee lender to which all of such Affected Bank’s its rights and obligations under this Agreement (“Rights and Obligations”) may be assigned, subject to being reasonably acceptable to the Company, pursuant to Section 11.17(a) hereof, such Bank shall terminate (provided promptly give written notice thereof to the Agent. Upon receipt of any such notice, the Agent shall notify the Company and advise all of the other Banks of such notice and, subject to the Company’s consent which shall not unreasonably be withheld, all of such other Banks, including the Agent, shall have the right, but not the obligation, to assume a portion of such assigning Bank’s Rights and Obligations hereunder. Any Bank desiring to assume a portion of such assigning Bank’s Rights and Obligations hereunder shall, within such reasonable period as determined by the Agent, so advise the Agent in writing of the aggregate amount of the assigning Bank’s Rights and Obligations hereunder that it desires to assume, but in no event shall such aggregate amount be less than $3,000,000. In the event the total of all aggregate amounts of such Rights and Obligations desired to be assumed by the other Banks exceeds the total amount of the Revolving Credit Commitment of the assigning Bank hereunder, the Agent shall allocate the assigning Bank’s Rights and Obligations hereunder to the other Banks which advised the Agent of their desire to assume a portion of such Rights and Obligations on a pro rata basis determined by multiplying the amount of the assigning Bank’s Revolving Credit Commitment by fractions for each of such other Banks, the numerator of which for each such other Bank shall be the amount of such Bank’s Revolving Credit Commitment and the denominator of which shall be $100,000,000 minus the amount of the assigning Bank’s Revolving Credit Commitment. In the event that the obligations other Banks desire to assume less than all of the Borrower under Sections 6.1assigning Bank’s Rights and Obligations hereunder, 6.5the Agent shall, 6.7 in good faith, promptly seek one or more lenders which are not Banks, but which must be reasonably acceptable to the Company, to assume such remaining Rights and 13.3 hereof Obligations. The assignment of the assigning Bank’s Rights and Obligations pursuant to such Affected this Section 11.17(b) shall be made pursuant to the provisions of Section 11.17(a); provided, however, the assigning Bank, instead of the assignee lender, shall pay to the Agent an aggregate processing and recordation fee of $4,000 and any out-of-pocket attorney’s fees incurred in connection with the Assignment Agreement or Agreements for assignee lenders which are already Banks which are a party to this Agreement. Nothing stated in this Section 11.17(b) shall require the Agent to obtain an assignee lender to assume all of the assigning Bank’s Rights and Obligations 87 hereunder not assumed by the other Banks or release the assigning Bank shall survive such replacement as provided in from any of its Rights and Obligations hereunder until an Assignment Agreement or Agreements have been executed pursuant to Section 13.6)11.17(a) with respect thereto.”

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested demanded compensation from the Borrower pursuant to Section 6.1 Sections 6.3.2, 6.7 or 6.7 6.8 hereof, or whose obligation (b) there shall have occurred a change in law with respect to any Bank as a consequence of which it shall have become unlawful for such Bank to make additional a Eurodollar or Money Market Loans has been suspended pursuant to Rate Loan on any Drawdown Date, as described in Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank 6.6 hereof (any such Bank being herein called described in the foregoing clauses (a) or (b) is hereinafter referred to as an “"Affected Bank”"), the Borrower may request that the other Banks (the "Non-Affected Banks") by giving acquire all, but not less than 10 Business Days’ prior notice all, of the Affected Bank's outstanding Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Borrower so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Loans and to assume all or any portion of the Affected Bank's Commitment; provided, however, such Non-Affected Bank shall also be required to acquire and assume all or a like pro rata portion of such assignor's interests under the FIUI Credit Agreement. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Loans and Commitment and like interest and liabilities of the Affected Bank under the FIUI Credit Agreement, the Borrower may designate a replacement bank or banks (which must be an Eligible Assignee), which must be reasonably satisfactory to the Administrative Agent (which shall promptly notify such Agent, to acquire and assume that portion of the outstanding Loans and Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower Non-Affected Banks; provided, however, such assignee shall also be required to acquire and acceptable to assume all or a like pro rata portion of such assignor's interests under the Administrative Agent (which shall not unreasonably withhold its consent)FIUI Credit Agreement. The method provisions of Section 20 hereof shall apply to all reallocations pursuant to this Section 6.12 (whether by assignment or otherwise) of including, without limitation, the provisions pertaining to pro rata allocations with the FIUI Credit Agreement), and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Loans and Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of Section 20 hereof, such replacement). Upon the effective date of any replacement under this Assignments and Acceptances and other instruments, as are required pursuant to Section 6.6(a) (and as a condition thereto)20 hereof to give effect to such reallocations; provided, however, the Borrower shall, or shall cause the replacement lender(s) toassignee Bank, pay the registration fee set forth in Section 20.3. Any Non-Affected Banks which are to acquire the Loans and Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of Section 20 hereof. On the effective date of the applicable Assignments and Acceptances, the Borrower shall pay to the Affected Bank being replaced all interest accrued on its Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (up to but excluding such date, including, without limitation, interest, Facility Fees, compensation and additional any amounts under this that would have been payable pursuant to Section 6, 6.10 hereof in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become connection with a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)prepayment.

Replacement Banks. If (a) So a Lender requests compensation from the ----------------- Borrower pursuant to Section 4.01, (b) it becomes unlawful for a Lender to make ------------- Eurodollar Rate Loans as set forth in Section 4.03 or (c) a Lender refuses or ------------ otherwise fails to consent to any waiver, amendment or other modification of any Loan Document which (i) requires the written consent of more than the Required Lenders under Section 12.06 and (ii) has been approved in writing by the ------------- Required Lenders, then so long as no there does not then exist any Default shall have occurred and be continuingor Event of Default, the Borrower may, at in its sole discretion, on ten (10) Business Days' prior written notice to the Agent and any timesuch Lender described in clauses (a), replace any Bank that has requested compensation from the Borrower (b) or (c) above, cause such Lender to (and such Lender shall) assign, pursuant to Section 6.1 or 6.7 hereof12.01, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s its rights and obligations under this ------------- Agreement shall terminate (provided that to an Eligible Assignee designated by the obligations Borrower which is willing to become a Lender for a purchase price equal to the outstanding principal amount of the Borrower under Sections 6.1, 6.5, 6.7 Loans and 13.3 hereof Reimbursement Obligations payable to such Affected Bank Lender plus any accrued but unpaid interest on such Loans and Reimbursement Obligations, any accrued but unpaid fees payable hereunder to such Lender and any other amount payable to such Lender under this Agreement; provided, however, that any expenses or other -------- ------- amounts which would be owing to such Lender pursuant to any indemnification provision hereof (including, if applicable, Section 4.05) shall survive be payable by ------------ the Borrower as if the Borrower had prepaid the Loans of such replacement as provided in Lender rather than such Lender having assigned its interest hereunder. The Borrower or the assignee shall pay the applicable processing fee under Section 13.6)12.01. This Section 4.07 ------------- shall not be applicable to the Swing Line Lender and Floating Eurodollar Rate Swing Line Loans.

Replacement Banks. Within thirty (a30) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace days after any Bank that has requested demanded compensation from the Borrower pursuant to Section 6.1 §§6.6, 6.7 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank 6.8 hereof (any such Bank being herein called described in the foregoing clause is hereinafter referred to as an “"Affected Bank”"), the Borrower may request that the other Banks (the "Non-Affected Banks") by giving acquire all but not less than 10 Business Days’ prior notice all of the Affected Bank's outstanding Loans and assume all, but not less than all of the Affected Bank's Commitment. If the Borrower so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Loans and Commitment, the Borrower may designate a replacement bank or banks (which must be an Eligible Assignee), which must be reasonably satisfactory to the Administrative Agent (which shall promptly notify such Agent, to acquire and assume that portion of the outstanding Loans and Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent)Non-Affected Banks. The method (whether by assignment or otherwise) provisions of §20 hereof shall apply to all reallocations pursuant to this §6.12, and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Loans and Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of §20 hereof, such replacement). Upon the effective date of any replacement under this Section 6.6(a) (Assignments and Acceptances and other instruments, as a condition thereto)are required pursuant to §20 hereof to give effect to such reallocations; provided, however, the Borrower shall, or shall cause the replacement lender(s) toassignee Bank, pay the registration fee set forth in §20.3. On the effective date of the applicable Assignments and Acceptances, the Borrower shall pay to the Affected Bank being replaced all interest accrued on its Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (up to but excluding such date, including, without limitation, interest, Facility Fees, compensation and additional any amounts under this Section 6, that would have been payable pursuant to §6.10 hereof in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become connection with a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)prepayment.

Replacement Banks. (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, 6.5 hereof or any Bank that becomes and is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I “C” or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) 6.4 (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Undrawn Fees, Utilization Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacementreplacement subject to, in the case of a Defaulting Bank, Section 2.11), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.56.3, 6.7 6.5 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6). For greater certainty, any replacement of a Defaulting Bank pursuant to this Section 6.4 shall be in compliance with and subject to the terms and provisions in Section 13.5(c) as they relate specifically to an assignment of a Defaulting Bank’s Credit Exposure.

Replacement Banks. (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar Term SOFR Loans or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6).

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested ----------------- demanded compensation from the Borrower pursuant to Section 6.1 (S)(S)5.7 or 6.7 5.8 hereof, or whose obligation (b) there shall have occurred a change in law with respect to any Bank as a consequence of which it shall have become unlawful for such Bank to make additional a Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereofRate Loan on any Drawdown Date, or any Bank that is a Defaulting Bank as described in (S)5.6 hereof (any such Bank being herein called described in the foregoing clauses (a) or (b) is hereinafter referred to as an “"Affected Bank”) by giving "), the Borrower may request that the Non-Affected Banks -------- ---- acquire all, but not less than 10 Business Days’ prior notice all, of the Affected Bank's outstanding Revolving Credit Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Borrower so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Revolving Credit Loans and Commitment, the Borrower may designate a replacement bank or banks, which must be satisfactory to the Administrative Agent (which shall promptly notify such Agent, to acquire and assume that portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent)Non-Affected Banks. The method provisions of (whether by assignment or otherwise) of S)19 hereof shall apply to all reallocations pursuant to this (S)5.12, and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Revolving Credit Loans and Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of (S)19 hereof, such replacement)Assignments and Acceptances and other instruments, including, without limitation, Revolving Credit Notes, as are required pursuant to (S)19 hereof to give effect to such reallocations. Upon Any Non- Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of (S)19 hereof. On the effective date of any replacement under this Section 6.6(a) (the applicable Assignments and as a condition thereto)Acceptances, the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced all interest accrued on its Revolving Credit Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued up to the effective date of but excluding such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)date.

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested demanded compensation from the Borrower pursuant to Section 6.1 Sections 5.2.2(a), 5.6 or 6.7 5.7 hereof, or whose obligation (b) there shall have occurred a change in law with respect to any Bank as a consequence of which it shall have become unlawful for such Bank to make additional a Eurodollar Rate Loan on any Drawdown Date, as described in Section 5.5 hereof or Money Market Loans has been suspended pursuant to Section 6.1(b(c) or 6.3 hereof, or any Bank that is shall be a Defaulting Specified Non-Consenting Bank (any such Bank being herein called described in the foregoing clauses (a), (b) or (c) is hereinafter referred to as an “"Affected Bank”"), the Borrower may request that the Banks other than the Affected Banks (the "Non-Affected Banks") by giving acquire all, but not less than 10 Business Days’ prior notice all, of the Affected Bank's outstanding Revolving Credit Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Borrower so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Revolving Credit Loans and Commitment, the Borrower may designate a replacement bank or banks, which must be satisfactory to the Administrative Agent (which shall promptly notify such Agent, to acquire and assume that portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent)Non-Affected Banks. The method (whether by assignment or otherwise) provisions of Section 19 hereof shall apply to all reallocations pursuant to this Section 5.11, and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Revolving Credit Loans and Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of Section 19 hereof, such replacement)Assignments and Acceptances and other instruments, including, without limitation, Revolving Credit Notes, as are required pursuant to Section 19 hereof to give effect to such reallocations. Upon Any Non-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of Section 19 hereof. On the effective date of any replacement under this Section 6.6(a) (the applicable Assignments and as a condition thereto)Acceptances, the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced all interest accrued on its Revolving Credit Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued up to the effective date of but excluding such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)date.

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested ----------------- demanded compensation from the Borrower pursuant to Section 6.1 (S)(S)5.7 or 6.7 5.8 hereof, or whose obligation (b) there shall have occurred a change in law with respect to any Bank as a consequence of which it shall have become unlawful for such Bank to make additional a Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereofRate Loan on any Drawdown Date, or any Bank that is a Defaulting Bank as described in (S)5.6 hereof (any such Bank being herein called described in the foregoing clauses (a) or (b) is hereinafter referred to as an “"Affected Bank”) by giving "), the Borrower may request that the Non-Affected Banks -------- ---- acquire all, but not less than 10 Business Days’ prior notice all, of the Affected Bank's outstanding Revolving Credit Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Borrower so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Revolving Credit Loans and Commitment, the Borrower may designate a replacement bank or banks, which must be satisfactory to the Administrative Agent (which shall promptly notify such Agent, to acquire and assume that portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent)Non- Affected Banks. The method provisions of (whether by assignment or otherwise) of S)19 hereof shall apply to all reallocations pursuant to this (S)5.12, and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Revolving Credit Loans and Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of (S)19 hereof, such replacement)Assignments and Acceptances and other instruments, including, without limitation, Revolving Credit Notes, as are required pursuant to (S)19 hereof to give effect to such reallocations. Upon Any Non-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of (S)19 hereof. On the effective date of any replacement under this Section 6.6(a) (the applicable Assignments and as a condition thereto)Acceptances, the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced all interest accrued on its Revolving Credit Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued up to the effective date of but excluding such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)date.

Replacement Banks. (a) So long as no Default shall have occurred and be continuingUpon the election of any Affected Party to request reimbursement by the Sellers for increased costs under Sections 2.16 or 2.17 or for compensation in respect of withholding taxes under Section 2.19, the Borrower Sellers may, at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ upon prior written notice to the Administrative Agent (and such Affected Party, seek a replacement Bank to whom such additional costs or taxes shall not apply and which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected by the Borrower and acceptable be reasonably satisfactory to the Administrative Agent (which shall a “Replacement Bank”); provided, however, that the Sellers may not unreasonably withhold seek a replacement for a Managing Agent, in its consentcapacity as a Bank, unless the Issuer in the related Group and any other Bank, at such Bank’s option, in such Group, is also to be replaced as a party to this Agreement and all Repurchase Obligations owing to such Bank, the related Issuer and the related Managing Agent are to be repaid in full as they become due pursuant to Section 2.7(c)(iii). The method (whether by assignment or otherwise) of and documentation Each Affected Party agrees that, should it be identified for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable pursuant to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (2.20, upon payment in full of all amounts due and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank Party hereunder (includingand under the other Transaction Documents, without limitation, interest, Facility Fees, compensation it will promptly execute and additional amounts under this Section 6, in each case accrued deliver all documents and instruments reasonably required by the Sellers to assign such Affected Party’s portion of the Purchases to the applicable Replacement Bank. Any such replacement shall not relieve the Sellers of their obligation to reimburse the Affected Party for any such increased costs or taxes incurred through the effective date of such replacement. Pending designation of a Replacement Bank (and the related Issuer and Managing Agent), whereupon each replacement lender the Sellers may, at their option, instruct the Administrative Agent, in a written notice provided to the Administrative Agent, with a copy provided to the Affected Party, that all Purchases subsequent to such notice be made only by the Group that does not include such Affected Party. As of the date of such notice, the Maximum Facility Amount shall become a “Bank” for all purposes of this Agreement having a Commitment in be reduced by the amount of such Affected Bank’s Commitment assumed by it, and such Commitment the Bank Commitments of the Banks in the Group that includes the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)Party.

Replacement Banks. (a) So long as no Default In the event that any Bank shall have occurred and be continuinggiven notice that it is entitled to claim compensation pursuant to Sections 7.8 or 7.9, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower or shall have given notice of illegality pursuant to Section 6.1 or 6.7 hereof2.10, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereofthe Company, or any Bank that is a Defaulting Bank (any such Bank being herein called an “Affected Bank”) by giving not less than 10 Business Days’ with the prior notice to written consent of the Administrative Agent (which shall promptly notify consent will not unreasonably be withheld), may designate a replacement bank to assume the Commitments and the other obligations of such Affected Bank hereunder and under any outstanding Acceptance Participation held by such Bank and each other to purchase the outstanding Committed Loan Note and Bid Loan Note and any outstanding Acceptance Participation and Bid Bankers Acceptance Obligation payable to such Bank and such Bank's rights hereunder and with respect thereto, without recourse upon, or warranty by, or expense to, such Bank for a purchase price equal to the sum of (a) the aggregate outstanding unpaid principal amount of such Committed Loan Note and Bid Loan Note and any outstanding Acceptance Obligation and Bid Bankers Acceptance Obligation payable to such Bank, together with all interest accrued and unpaid thereon, (b) any unpaid Facility Fee payable to such Bank for the period prior to such purchase, (c) the amount that it intends would have been payable to replace such Affected Bank with one or more other lenders pursuant to Section 7.3 had such purchase of said Committed Loan Note and Bid Loan Note constituted a prepayment thereof contemplated by clause (c) of the first sentence of Section 7.3, (d) the portion of the Acceptance Commission payable to such Bank upon payment of the related Acceptance Obligation (prorated in the proportion that the number of days in the period from and including the date of creation of the related Acceptance to but excluding the date of the purchase of such Acceptance Participation bears to the number of days in the period from and including the date of creation of the related Acceptance to but excluding the date of the maturity of the related Acceptance), (e) the face amount of any outstanding Bid Bankers Acceptance created and discounted by such Bank less unearned discount thereon (as reasonably determined by such Bank), and (f) selected the amount that would have been payable to such Bank pursuant to Section 7.3 had such purchase of said Bid Bankers Acceptance constituted a prepayment thereof contemplated by clause (c) of the first sentence of Section 7.3. Upon such assumption and purchase by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent). The method (whether by assignment or otherwise) of and documentation for replacement bank, such replacement bank shall be either deemed to be a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “"Bank” " for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment replaced Bank shall cease to be a "Bank" for purposes of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement and shall terminate no longer have any obligations hereunder (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement except as provided in Section 13.618.10) or rights hereunder (except as provided in Sections 7.3, 7.8, 7.9 and 19).

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuingany Bank has ----------------- failed to make available to the Agent, the Borrower mayamount of its Acquisition Commitment Percentage or its Commitment Percentage on any Drawdown Date in accordance with (S)(S)2.8.2 or 4.8.2, at any time, replace (b) any Bank that has requested demanded compensation from the Borrower pursuant to Section 6.1 (S)(S)6.7 or 6.7 6.8 hereof, or whose obligation (c) there shall have occurred a change in law with respect to any Bank as a consequence of which it shall have become unlawful for such Bank to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereofa LIBOR Rate Loan on any Drawdown Date, or any Bank that is a Defaulting Bank as described in (S)6.6 hereof (any such Bank being herein called described in the foregoing clauses (a), (b) or (c) is hereinafter referred to as an “"Affected Bank”) by giving "), the Borrower -------- ---- may request that the Non-Affected Banks acquire all, but not less than 10 Business Days’ prior notice all, of the Affected Bank's outstanding Loans, and assume all, but not less than all, of the Affected Bank's Acquisition Commitment and its Commitment. If the Borrower so requests, the Non Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Loans, and to assume all or any portion of the Affected Bank's Acquisition Commitment and its Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Loans, the Acquisition Commitment and the Commitment, the Borrower may designate a replacement bank or banks, which must be satisfactory to the Administrative Agent (which shall promptly notify such Agent, to acquire and assume that portion of the outstanding Loans, the Acquisition Commitment and the Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent)Non- Affected Banks. The method provisions of (whether by assignment or otherwise) of S)19 hereof shall apply to all reallocations pursuant to this (S)6.12, and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Loans, the Acquisition Commitment and the Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of (S)19 hereof, such replacement)Assignments and Acceptances and other instruments, including, without limitation, Notes, as are required pursuant to (S)19 hereof to give effect to such reallocations. Upon Any Non-Affected Banks and/or replacement banks which are to acquire the Loans, the Acquisition Commitment and the Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of (S)19 hereof. On the effective date of any replacement under this Section 6.6(a) (the applicable Assignments and as a condition thereto)Acceptances, the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced all interest accrued on its Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued up to the effective date of but excluding such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)date.

Replacement Banks. If any Bank has notified the Borrower and the Agent of its incurring additional costs under Section 5(b) hereof or has required the Borrower to make payment for taxes under Section 5(c) hereof, then Borrower may, unless such Bank has notified the Borrower and the Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Revolving Commitment of any such Bank (aother than the Agent) So long (the "Terminated Bank") at any time upon five (5) Business Days prior written notice to the Terminated Bank and the Agent (such notice referred to herein as no Default shall have occurred and be continuinga "Notice of Termination"). In order to effect the termination of the Revolving Commitment of the Terminated Bank, the Borrower may, at any time, replace any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation to make additional Eurodollar or Money Market Loans has been suspended pursuant to Section 6.1(bshall (i) or 6.3 hereof, or any Bank that is a Defaulting Bank (any such Bank being herein called obtain an “Affected Bank”) by giving not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Bank and each other Bank) that it intends to replace such Affected Bank agreement with one or more other lenders Banks to increase their Revolving Commitment or Revolving Commitments and/or (including ii) request any Bankone or more other Eligible Assignees to become parties to this Agreement in place and in stead of such Terminated Bank and agree to accept a Revolving Commitment or Revolving Commitments in an aggregate amount or amounts equal to the Revolving Commitment held by the Terminated Bank and (iii) pay all amounts due to the Terminated Bank pursuant to the provisions of Section 5(b) and 5(c) hereof; provided, however, that such one or more Eligible Assignees selected by the Borrower and must be reasonably acceptable to the Administrative Agent and must become parties by accepting an Assignment and Acceptance (which shall not unreasonably withhold its consent). The method (whether by assignment the Banks or otherwise) of and documentation for such replacement shall be either a Transfer Supplement substantially other Eligible Assignees that agree to accept in whole or in part the form of Exhibit I or otherwise acceptable to the Affected Bank and the Administrative Agent (which shall not unreasonably withhold their consent and shall cooperate with the Borrower in effecting such replacement). Upon the effective date of any replacement under this Section 6.6(a) (and as a condition thereto), the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced any amounts owing to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Revolving Commitment of the Affected Terminated Bank being replaced shall be terminated upon referred to herein as the "Replacement Banks"), such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations aggregate increased and/or accepted Revolving Commitments of the Borrower Replacement Banks under Sections 6.1Clauses (i) and (ii) above equal to the Revolving Commitment of the Terminated Bank. The Notice of Termination shall include the name of the Terminated Bank, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6).the

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested demanded compensation from the any Borrower pursuant to Section 6.1 Sections 6.2.2, 6.6 or 6.7 hereof, (b) any Bank fails or whose obligation refuses to make additional Eurodollar available to the Agent on any Drawdown Date the amount of its Commitment Percentage of any requested Revolving Credit Loan, (c) the occurrence of a Fronting Loan Event or Money Market Loans has been suspended pursuant (d) there shall have occurred a change in law with respect to Section 6.1(b) or 6.3 hereof, or any Bank that is as a Defaulting consequence of which it shall have become unlawful for such Bank to make a Eurocurrency Rate Loan on any Drawdown Date, as described in Section 6.5 hereof (any such Bank being herein called described in the foregoing clauses (a), (b) or (d) and, as it pertains to clause (c) any Non-Multicurrency Bank, is hereinafter referred to as an “"Affected Bank”"), the Company may request that the other Banks (the "Non-Affected Banks") by giving acquire all, but not less than 10 Business Days’ prior notice all, of the Affected Bank's outstanding Revolving Credit Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Company so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment; provided, however, such Non-Affected Bank shall also be required to acquire and assume all or a like pro rata portion of such assignor's interests under the FIUI Credit Agreement. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Revolving Credit Loans and Commitment and like interest and liabilities of the Affected Bank under the FIUI Credit Agreement, the Company may designate a replacement bank or banks (which must be an Eligible Assignee), which must be reasonably satisfactory to the Administrative Agent (which shall promptly notify such Agent, to acquire and assume that portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower Non-Affected Banks; provided, however, such assignee shall also be required to acquire and acceptable to assume all or a like pro rata portion of such assignor's interests under the Administrative Agent (which shall not unreasonably withhold its consent)FIUI Credit Agreement. The method provisions of Section 20 hereof shall apply to all reallocations pursuant to this Section 6.11 (whether by assignment or otherwise) of including, without limitation, the provisions pertaining to pro rata allocations with the FIUI Credit Agreement), and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Revolving Credit Loans and Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of Section 20 hereof, such replacement). Upon the effective date of any replacement under this Assignments and Acceptances and other instruments, as are required pursuant to Section 6.6(a) (and as a condition thereto)20 hereof to give effect to such reallocations; provided, however, the Borrower Company shall, or shall cause the replacement lender(s) toassignee Bank, pay the registration fee set forth in Section 20.3. Any Non-Affected Banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of Section 20 hereof. On the effective date of the applicable Assignments and Acceptances, the applicable Borrowers shall pay to the Affected Bank being replaced all interest accrued on its Revolving Credit Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (up to but excluding such date, including, without limitation, interest, Facility Fees, compensation and additional any amounts under this that would have been payable pursuant to Section 6, 6.9 hereof in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become connection with a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)prepayment.

Replacement Banks. Within thirty (30) days after (a) So long as no Default any Bank has demanded compensation from the Parent pursuant to Sections 7.7 or 7.8 hereof, or (b) there shall have occurred and be continuing, the Borrower may, at any time, replace a change in law with respect to any Bank that has requested compensation from the Borrower pursuant to Section 6.1 or 6.7 hereof, or whose obligation as a consequence of which it shall have become unlawful for such Bank to make additional Eurodollar or Money Market Loans has been suspended pursuant to a Eurocurrency Rate Loan on any Drawdown Date, as described in Section 6.1(b) or 6.3 hereof, or any Bank that is a Defaulting Bank 7.6 hereof (any such Bank being herein called described in the foregoing clauses (a) or (b) is hereinafter referred to as an “"Affected Bank”"), the Borrower may request that the other Banks (the "Non-Affected Banks") by giving acquire all, but not less than 10 Business Days’ prior notice all, of the Affected Bank's outstanding Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Parent so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected Bank's outstanding Loans and Commitment, the Parent may designate a replacement bank or banks, which must be satisfactory to the Administrative Agent (which shall promptly notify such Agent, to acquire and assume that portion of the outstanding Loans and Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent)Non-Affected Banks. The method (whether by assignment or otherwise) provisions of Section 20 hereof shall apply to all reallocations pursuant to this Section 7.13, and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to the Affected Bank and any Non-Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Loans and Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower provisions of Section 20 hereof, such Assignments and Acceptances and other instruments, as are required pursuant to Section 20 hereof to give effect to such reallocations; provided, however, the Parent shall be required to pay the registration fee set forth in effecting such replacement)Section 20.3. Upon Any Non-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of Section 20 hereof. On the effective date of any replacement under this Section 6.6(a) (the applicable Assignments and as a condition thereto)Acceptances, the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced all interest accrued on its Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (up to but excluding such date, including, without limitation, interest, Facility Fees, compensation and additional any amounts under this that would have been payable pursuant to Section 6, 7.10 hereof in each case accrued to the effective date of such replacement), whereupon each replacement lender shall become connection with a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)prepayment.

Replacement Banks. Within thirty (30) days after (a) So long as no Default shall have occurred and be continuing, the Borrower may, at any time, replace any Bank that has requested demanded compensation from the Borrower pursuant to Section 6.1 (S)(S)5.7 or 6.7 5.8 hereof, or whose obligation (b) there shall have occurred a change in law with respect to any Bank as a consequence of which it shall have become unlawful for such Bank to make additional a Eurodollar Rate Loan on any Drawdown Date, as described in (S)5.6 hereof or Money Market Loans has been suspended pursuant to Section 6.1(b) or 6.3 hereof, or illegal for any Bank that is a Defaulting Bank to make any Revolving Credit Loan as provided in (S)12.2 hereof (any such Bank being herein called described in the foregoing clauses (a) or (b) is hereinafter referred to as an “"Affected Bank”) by giving "), the Borrower may request that the Non-Affected Banks acquire all, but not less than 10 Business Days’ prior notice all, of the Affected Bank's outstanding Revolving Credit Loans and assume all, but not less than all, of the Affected Bank's Commitment. If the Borrower so requests, the Non-Affected Banks may elect to acquire all or any portion of the Affected Bank's outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume all of the Affected 38 Bank's outstanding Revolving Credit Loans and Commitment, the Borrower may designate a replacement bank or banks, which must be satisfactory to the Administrative Agent (which shall promptly notify such Agent, to acquire and assume that portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank not being acquired and each other Bank) that it intends to replace such Affected Bank with one or more other lenders (including any Bank) selected assumed by the Borrower and acceptable to the Administrative Agent (which shall not unreasonably withhold its consent)Non- Affected Banks. The method provisions of (whether by assignment or otherwise) of S)19 hereof shall apply to all reallocations pursuant to this (S)6.12, and documentation for such replacement shall be either a Transfer Supplement substantially in the form of Exhibit I or otherwise acceptable to Borrower, the Affected Bank and any Non- Affected Banks and/or replacement banks which are to acquire the Administrative Agent (which Revolving Credit Loans and Commitment of the Affected Bank shall not unreasonably withhold their consent execute and shall cooperate deliver to the Agent, in accordance with the Borrower in effecting provisions of (S)19 hereof, such replacement)Assignments and Acceptances and other instruments, including, without limitation, Revolving Credit Notes, as are required pursuant to (S)19 hereof to give effect to such reallocations. Upon Any Non-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall be deemed to be Eligible Assignees for all purposes of (S)19 hereof. On the effective date of any replacement under this Section 6.6(a) (the applicable Assignments and as a condition thereto)Acceptances, the Borrower shall, or shall cause the replacement lender(s) to, pay to the Affected Bank being replaced all interest accrued on its Revolving Credit Loans up to but excluding such date, along with any amounts owing fees payable to such Affected Bank hereunder (including, without limitation, interest, Facility Fees, compensation and additional amounts under this Section 6, in each case accrued up to the effective date of but excluding such replacement), whereupon each replacement lender shall become a “Bank” for all purposes of this Agreement having a Commitment in the amount of such Affected Bank’s Commitment assumed by it, and such Commitment of the Affected Bank being replaced shall be terminated upon such effective date and all of such Affected Bank’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 6.1, 6.5, 6.7 and 13.3 hereof to such Affected Bank shall survive such replacement as provided in Section 13.6)date.