Common use of Replacement of Banks Clause in Contracts

Replacement of Banks. If any Bank requests compensation pursuant to Section 9.3 or 11.1 hereof, or any Bank’s obligations to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”), the Borrower, upon three Business Days’ notice to the Administrative Agent and the Subject Bank, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers all of its right, title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to the Administrative Agent; provided that (i) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), (ii) such Proposed Bank agrees to assume all of the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” for all purposes of this Agreement and (iv) such assignment does not conflict with applicable laws.

Replacement of Banks. If any Bank requests compensation (an "Affected Bank") (i) makes demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Sections 5.5 or 5.6, (ii) is unable to make or maintain Eurodollar Loans as a result of a condition described in Section 9.3 5.4 or 11.1 hereof, or any Bank’s obligations (iii) defaults in its obligation to make Loans shall be suspended pursuant or to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 hereof participate in Letters of Credit in accordance with the terms of this Agreement (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains being referred to as a 45 -39- "Defaulting Bank being herein called a “Subject Bank”"), the BorrowerBorrower may, upon three Business Days’ within 90 days of receipt of such demand, notice (or the occurrence of such other event causing the Borrower to be required to pay such compensation or causing Section 5.4 to be applicable), or default, as the case may be, by notice (a "Replacement Notice") in writing to the Administrative Agent and such Affected Bank (A) request the Affected Bank to cooperate with the Borrower in obtaining a replacement bank satisfactory to the Administrative Agent and the Subject Borrower (the "Replacement Bank") as provided herein, may require that but none of such Subject Bank enter into Banks shall be under an agreement in form obligation to find a Replacement Bank; (B) request the non-Affected Banks to acquire and substance satisfactory to the Borrower and the Administrative Agent which transfers assume all of its rightthe Affected Bank's Loans and Commitment, title and interest to participate in Letters of Credit as provided herein, but none of such Banks shall be under this Agreement and such Subject Bank’s Note an obligation to any bank do so; or other financial institution (C) designate a “Proposed Bank”) identified by the Borrower that is Replacement Bank reasonably satisfactory to the Administrative Agent; provided that (i) . If any satisfactory Replacement Bank shall be obtained, and/or any of the Administrative Agent non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, and to participate in Letters of Credit then such Affected Bank shall, so long as no Event of Default shall have received an assignment fee occurred and be continuing, assign, in accordance with Section 11.12(b)20, all of its Commitment, Loans, Notes and other rights and obligations under this Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Bank; provided, however, that (iix) such Proposed assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Bank agrees to assume all of and such Replacement Bank and/or non-Affected Banks, as the obligations of such Subject Bank hereundercase may be, and (y) prior to purchase any such assignment, the Borrower shall have paid to such Affected Bank all of such Subject Bank’s Loans for a consideration equal to amounts properly demanded and unreimbursed under Sections 5.5, 5.6 and 5.8. Upon the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the effective date of such purchaseassignment, the Borrower shall issue replacement Notes to such Replacement Bank and/or non-Affected Banks, as the case may be, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Replacement Bank shall be become a “"Bank” " for all purposes of under this Agreement and (iv) such assignment does not conflict with applicable lawsthe other Loan Documents.

Replacement of Banks. If any Bank requests compensation -------------------- pursuant to Section 9.3 5.01 or 11.1 5.05 hereof, or any Bank’s obligations 's obligation to make Loans of any Type or denominated in any Currency shall be suspended pursuant to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 5.01 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject "Requesting Bank”"), the BorrowerCompany, upon three Business Days’ ' notice to the Administrative Agent and the Subject BankAgent, may require that such Subject Requesting Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers transfer all of its right, title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower Company that is satisfactory to the Administrative Agent; provided that Agent in its reasonable determination (ia) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b)if such bank or other financial institution (a "Proposed, (iiBank") such Proposed Bank agrees to assume all of the obligations of such Subject Requesting Bank hereunder, and to purchase all of such Subject Requesting Bank’s 's Loans hereunder for a consideration equal to the aggregate outstanding principal amount of such Subject Requesting Bank’s 's Loans, together with interest thereon to the date of such purchase, purchase and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iiib) if such Subject Requesting Bank has requested compensation pursuant to Section 9.3 5.01 or 11.1 5.05 hereof, such Proposed Bank’s 's aggregate requested compensation, if any, pursuant to said Section 9.3 5.01 or 11.1 5.05 with respect to such Subject Requesting Bank’s 's Loans is lower than that of the Requesting Bank. Subject Bankto the provisions of Section 11.06(b) hereof, and thereupon such Proposed Bank shall be a “"Bank” ' for all purposes hereunder. Without prejudice to the survival of any other agreement of the Company hereunder the agreements of the Company contained in Sections 5.01, 5.05 and 11.03 (without duplication of any payments made to such Requesting Bank by the Company or the Proposed Bank) shall survive for the benefit of such Requesting Bank under this Agreement and (iv) Section 5.06 with respect to the time prior to such assignment does not conflict with applicable lawsreplacement.

Replacement of Banks. If Within thirty (30) days after (a) the Borrower is required to make a deduction or withholding for the account of, or any payment of any additional amount to, any Non-U.S. Bank pursuant to (S)5.3.2 hereof in respect of United States withholding tax; (b) any Bank requests had demanded compensation from the Borrower pursuant to Section 9.3 (S)(S)5.7 or 11.1 5.8 hereof, or (c) there shall have occurred a change in law with respect to any Bank’s obligations Bank as a consequence of which it shall have become unlawful for such Bank to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereofa LIBOR Rate Loan on any Drawdown Date, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 as described in (S)5.6 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject described in the foregoing clauses (a)- (c) is hereinafter referred to as an "Affected Bank”"), the BorrowerBorrower may request that the other Banks (collectively, upon three Business Days’ notice the "Non-Affected Banks") acquire all, but not less than all, of the Affected Bank's Commitment or may designate a replacement bank or banks, which must be an Eligible Assignee and which also must be reasonably acceptable to the Administrative Agent Agent, to acquire and assume all or any portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank (the "Replacement Bank"). If the Borrower so requests the Non- Affected Banks to acquire all or a portion of the Affected Bank's Commitment, the Non-Affected Banks may elect to acquire all or any portion of the Affected Banks outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment. In addition, the Replacement Bank may acquire and assume that portion of the outstanding Revolving Credit Loans and Commitments of the Affected Bank not otherwise acquired or assumed by the Non-Affected Banks (provided, the Borrower shall have no obligation to offer any portion of the outstanding Revolving Credit Loans and Commitments of the Affected Bank to the Non-Affected Banks prior to making any offer to a Replacement Bank). The provisions of (S)18 hereof shall apply to all reallocations pursuant to this (S)5.12, and the Subject Bank, may require that such Subject Affected Bank enter into an agreement in form and substance satisfactory any Non-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall execute and deliver to the Borrower and the Administrative Agent which transfers all of its rightAgent, title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to the Administrative Agent; provided that (i) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), the provisions of (ii) such Proposed Bank agrees to assume all of the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 S)18 hereof, such Proposed Bank’s aggregate requested compensationAssignments and Acceptances and other instruments, if anyincluding, without limitation, the Revolving Credit Notes, as are required pursuant to said Section 9.3 or 11.1 with respect (S)18 hereof to give effect to such Subject Bank’s Loans is lower than that reallocations. On the effective date of the Subject Bankapplicable Assignment and Acceptance, and thereupon the Borrower shall pay to the Affected Bank all interest accrued on its Revolving Credit Loans up to but excluding such Proposed date, along with any fees payable to such Affected Bank shall be a “Bank” for all purposes of this Agreement and (iv) hereunder up to but excluding such assignment does not conflict with applicable lawsdate.

Replacement of Banks. If any Bank requests compensation pursuant to Section 9.3 5.01 or 11.1 hereof, or any Bank’s obligations to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 5.06 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject "Requesting Bank”"), the BorrowerCompany, upon three five Business Days’ notice to the Administrative Agent and the Subject Bank' notice, may require that such Subject Requesting Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers transfer all of its right, title and interest under this Agreement and such Subject Requesting Bank’s Note 's Notes to any bank or other financial institution (a “"Proposed Bank”") identified by the Borrower Company that is satisfactory to the Administrative Agent; provided that Agent (i) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), (ii) if such Proposed Bank agrees to assume all of the obligations of such Subject Requesting Bank hereunder, and to purchase all of such Subject Requesting Bank’s 's Loans hereunder for a consideration equal to the aggregate outstanding principal amount of such Subject Requesting Bank’s 's Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Requesting Bank of all other amounts payable hereunder to such Subject Requesting Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof hereunder and any amounts that would be payable under Section 2.11 5.05 hereof as if all of such Subject Requesting Bank’s 's Loans were being prepaid in full on such date), ) and (iiiii) if such Subject Requesting Bank has requested Credit Agreement 44 - 40 - compensation pursuant to Section 9.3 5.01 or 11.1 5.06 hereof, such Proposed Bank’s 's aggregate requested compensation, if any, pursuant to said Section 9.3 5.01 or 11.1 5.06 with respect to such Subject Requesting Bank’s 's Loans is lower than that of the Requesting Bank. Subject Bankto the provisions of Section 11.06(b) hereof, and thereupon such Proposed Bank shall be a “"Bank” " for all purposes hereunder. Without prejudice to the survival of any other agreement of the Company hereunder the agreements of the Company contained in Sections 5.01, 5.06 and 11.03 hereof (without duplication of any payments made to such Requesting Bank by the Company or the Proposed Bank) shall survive for the benefit of such Requesting Bank under this Agreement and (iv) Section 5.07 with respect to the time prior to such assignment does not conflict with applicable lawsreplacement.

Replacement of Banks. If any Bank requests compensation pursuant to Section 9.3 5.01 or 11.1 5.05 hereof, or any Bank’s obligations 's obligation to make or Continue Loans of any Type, or to Convert Loans of any Type into the other Type of Loan, shall be suspended pursuant to Section 9.1 5.01 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 5.03 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject "Requesting Bank”"), the BorrowerCompany, upon three Business Days’ ' notice to such Bank and the Administrative Agent Agent, may, at its sole expense and the Subject Bankeffort, may require that such Subject Requesting Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers transfer all of its right, title and interest under this Agreement and such Subject Requesting Bank’s Note 's Notes without recourse to any bank or other financial institution (a “"Proposed Bank”") identified by the Borrower Company that is satisfactory to the Administrative Agent; provided that Agent (i) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), (ii) if such Proposed Bank agrees to assume all of the obligations of such Subject Requesting Bank hereunder, and to purchase all of such Subject Requesting Bank’s 's Loans hereunder for a consideration equal to the aggregate outstanding principal amount of such Subject Requesting Bank’s 's Loans, together with interest thereon to the date of such purchase, and arrangements satisfactory arrangements to the Requesting Bank are made for payment to such Subject Requesting Bank of all other amounts payable hereunder to such Subject Requesting Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof hereunder and any amounts that would be payable under Section 2.11 5.04 hereof as if all of such Subject Requesting Bank’s 's Loans were being prepaid in full on such date), ) and (iiiii) if such Subject Requesting Bank has requested compensation pursuant to Section 9.3 5.01 or 11.1 5.05 hereof, such Proposed Bank’s 's aggregate requested compensation, if any, pursuant to said Section 9.3 5.01 or 11.1 5.05 hereof with respect to such Subject Requesting Bank’s 's Loans is lower than that of the Requesting Bank. Subject Bankto the provisions of Section 11.06(b) hereof, and thereupon such Proposed Bank shall be a “"Bank” " for all purposes hereunder. Without prejudice to the survival of any other agreement of the Company hereunder, the agreements of the Company contained in Sections 5.01, 5.05 and 11.03 hereof (without duplication of any payments made to such Requesting Bank by the Company or the Proposed Bank) shall survive for the benefit of such Requesting Bank under this Agreement and (iv) Section 5.06 with respect to the time prior to such assignment does not conflict with applicable lawsreplacement.

Replacement of Banks. (a) If any Bank requests compensation pursuant to under Section 9.3 or 11.1 hereof8.03, or if the obligation of any Bank’s obligations Bank to make Euro-Dollar Loans shall be has been suspended pursuant to Section 9.1 or 9.2 hereof8.02, or if any Bank becomes is a Defaulting Bank, or if any Bank pursuant is a Non-Extending Bank for any extension of the Termination Date, then the Borrower may, at its sole expense and effort, upon notice to Section 11.13 hereof (any such Bank requesting and the Agent, require such compensationBank to assign and delegate without unreasonable delay, or whose obligations are so suspendedwithout recourse (in accordance with and subject to the restrictions contained in, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”consents required by, Section 9.06), the Borrower, upon three Business Days’ notice to the Administrative Agent and the Subject Bank, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers all of its rightinterests, title rights and interest obligations under this Agreement and to an assignee that shall assume such Subject obligations (which assignee may be another Bank’s Note to any bank or other financial institution (, if a “Proposed Bank”) identified by the Borrower that is satisfactory to the Administrative Agent; Bank accepts such assignment), provided that that: (i) the Administrative Agent Borrower shall have received an paid to the Agent the assignment fee specified in accordance with Section 11.12(b9.06(c) (except as otherwise provided herein), ; provided that any Defaulting Bank shall pay to the Agent the assignment fee specified in Section 9.06(c); (ii) such Proposed Bank agrees to assume all shall have received payment of the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans for a consideration an amount equal to the aggregate outstanding principal amount of such Subject Bank’s its Loans, together with accrued interest thereon to the date of such purchasethereon, accrued fees and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable to it hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all 2.13) from the assignee (to the extent of such Subject Bank’s Loans were being prepaid outstanding principal and accrued interest and fees) or the Borrower (in full on such datethe case of all other amounts), ; (iii) if in the case of any such Subject assignment resulting from a claim for compensation by a Bank has requested compensation pursuant to under Section 9.3 or 11.1 hereof8.03, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 assignment will result in a reduction in such compensation or 11.1 with respect to such Subject Bank’s Loans is lower than payments that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” for all purposes of this Agreement would otherwise result thereafter; and (iv) such assignment does not conflict with applicable laws.. A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (b) In the event any Bank fails to approve any amendment, waiver or consent requested by the Borrower pursuant to Section 9.05 that has received the written approval 48 of not less than the Required Banks but also requires the approval of such Bank (any such Bank, a “Restricted Bank”), so long as no Default or Event of Default shall have occurred and be continuing and the Borrower has obtained a commitment (in an amount not less than the entire amount of such Restricted Bank’s Commitment) from one or more Banks or Assignees to become a Bank for all purposes hereunder (such Bank or Banks referred to as the “Replacement Bank”), the Borrower may cause such Restricted Bank to be replaced by, and to assign all its rights and obligations under this Agreement (including its Commitment and its outstanding Loans) pursuant to Section 9.06 to, such Replacement Bank. Such Restricted Bank agrees to execute and to deliver to the Agent one or more Assignment and Assumption Agreements with such Replacement Bank as provided in Section 9.06 upon payment at par of all principal, accrued interest, accrued fees and other amounts accrued or owing under this Agreement to such Restricted Bank, and such Replacement Bank shall pay to the Agent the assignment fee specified in Section 9.06(c) in connection with such assignment. The Restricted Bank making such assignment will be entitled to compensation for any expenses or other amounts which would be owing to such Restricted Bank pursuant to any indemnification provision hereof (including, if applicable, Section 2.12) as if the Borrower had prepaid the Loans of such Bank (and terminated its Commitment, if applicable) rather than such Restricted Bank having assigned its interest hereunder. (c) In each case of clause (a) and (b) above, the Agent shall distribute an amended schedule of Commitments, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Banks and adjustments of their respective Commitments and/or shares thereof resulting from any such replacement. (d) This section shall supersede any provision in Section 9.05 to the contrary. Section 9.09

Replacement of Banks. If (i) any Bank requests compensation pursuant to Section 9.3 5.01 or 11.1 hereof5.06, or (ii) any Bank’s obligations obligation to make or Continue Loans of any Type, or to Convert Term Loans of any Type into the other Type of Term Loan, shall be suspended pursuant to Section 9.1 5.01 or 9.2 hereof, 5.03 hereof or (iii) any Bank becomes is a Defaulting Bank pursuant to Section 11.13 hereof hereunder (any such Bank requesting such compensation, or whose obligations are so suspended, suspended or that becomes and remains who is a Defaulting Bank Bank, being herein called a “Subject Departing Bank”), the BorrowerCompany, upon three Business Days’ notice to the Administrative Agent given when no Default shall have occurred and the Subject Bankbe continuing, may require that such Subject Departing Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers transfer all of its right, title and interest under this Agreement and such Subject Departing Bank’s Note Notes to any bank or other financial institution identified by the Company that is satisfactory to the Administrative Agent (a) if such bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to the Administrative Agent; provided that (i) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), (ii) such Proposed Bank agrees to assume all of the obligations of such Subject Departing Bank hereunder, and to purchase all of such Subject Departing Bank’s Loans hereunder for a consideration equal to the aggregate outstanding principal amount of such Subject Departing Bank’s Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Departing Bank of all other amounts payable hereunder to such Subject Departing Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof hereunder and any amounts that would be payable under Section 2.11 5.05 hereof as if all of such Subject Departing Bank’s Loans were being prepaid in full on such date), ) and (iiib) if such Subject Departing Bank has requested compensation pursuant to Section 9.3 5.01 or 11.1 5.06 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 5.01 or 11.1 5.06 with respect to such Subject Departing Bank’s Loans is lower than that of the Departing Bank. Subject Bankto the provisions of Section 11.05(b) hereof, and thereupon such Proposed Bank shall be a “Bank” for all purposes hereunder. Without prejudice to the survival of any other agreement of the Company hereunder the agreements of the Company contained in said Sections 5.01, 5.06 and 11.03 (without duplication of any payments made to such Departing Bank by the Company or the Proposed Bank) shall survive for the benefit of such Departing Bank under this Agreement and (iv) Section 5.07 with respect to the time prior to such assignment does not conflict with applicable lawsreplacement.

Replacement of Banks. If any Bank requests compensation pursuant to Section 9.3 5.01 or 11.1 5.05 hereof, or any Bank’s obligations 's obligation to make Loans of any Type or denominated in any Currency shall be suspended pursuant to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 5.01 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”"REQUESTING BANK"), the any Borrower, upon three Business Days’ ' notice to the Administrative Agent and the Subject BankAgent, may require that such Subject Requesting Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers transfer all of its right, title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the such Borrower that is satisfactory to the Administrative Agent; provided that Agent in its reasonable determination (ia) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), if such bank or other financial institution (iia "PROPOSED BANK") such Proposed Bank agrees to assume all of the obligations of such Subject Requesting Bank hereunder, and to purchase all of such Subject Requesting Bank’s 's Loans hereunder for a consideration equal to the aggregate outstanding principal amount of such Subject Requesting Bank’s 's Loans, together with interest thereon to the date of such purchase, purchase and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iiib) if such Subject Requesting Bank has requested compensation pursuant to Section 9.3 5.01 or 11.1 5.05 hereof, such Proposed Bank’s 's aggregate requested compensation, if any, pursuant to said Section 9.3 5.01 or 11.1 5.05 with respect to such Subject Requesting Bank’s 's Loans is lower than that of the Requesting Bank. Subject Bankto the provisions of Section 12.05(b) hereof, and thereupon such Proposed Bank shall be a “"Bank” " for all purposes hereunder. Without prejudice to the survival of any other agreement of the Borrowers hereunder the agreements of the Borrowers contained in Sections 5.01, 5.05 and 12.03 (without duplication of any payments made to such Requesting Bank by the Borrowers or the Proposed Bank) shall survive for the benefit of such Requesting Bank under this Agreement and (iv) Section 5.06 with respect to the time prior to such assignment does not conflict with applicable lawsreplacement.

Replacement of Banks. If any Bank requests compensation (an "Affected Bank") (i) makes demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Sections 5.5 or 5.6, (ii) is unable to make or maintain Eurodollar Loans as a result of a condition described in Section 9.3 5.4 or 11.1 hereof, or any Bank’s obligations (iii) defaults in its obligation to make Loans shall be suspended pursuant or to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 hereof participate in Letters of Credit in accordance with the terms of this Agreement (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains being referred to as a "Defaulting Bank being herein called a “Subject Bank”"), the BorrowerBorrower may, upon three Business Days’ within 90 days of receipt of such demand, notice (or the occurrence of such other event causing the Borrower to be required to pay such compensation or causing Section 5.4 to be applicable), or default, as the case may be, by notice (a "Replacement Notice") in writing to the Administrative Agent and such Affected Bank (A) request the Affected Bank to cooperate with the Borrower in obtaining a replacement bank satisfactory to the Administrative Agent and the Subject Borrower (the "Replacement Bank") as provided herein, may require that but none of such Subject Bank enter into Banks shall be under an agreement in form obligation to find a Replacement Bank; (B) request the non-Affected Banks to acquire and substance satisfactory to the Borrower and the Administrative Agent which transfers assume all of its rightthe Affected Bank's Loans and Commitment, title and interest to participate in Letters of Credit as provided herein, but none of such Banks shall be under this Agreement and such Subject Bank’s Note an obligation to any bank do so; or other financial institution (C) designate a “Proposed Bank”) identified by the Borrower that is Replacement Bank reasonably satisfactory to the Administrative Agent; provided that (i) . If any satisfactory Replacement Bank shall be obtained, and/or any of the Administrative Agent non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, and to participate in Letters of Credit then such Affected Bank shall, so long as no Event of Default shall have received an assignment fee occurred and be continuing, assign, in accordance with Section 11.12(b)20, (ii) such Proposed Bank agrees to assume all of the obligations of such Subject Bank hereunderits Commitment, and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the date of such purchase, Notes and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof rights and any amounts that would be payable obligations under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” for all purposes of this Agreement and (iv) such assignment does not conflict with applicable laws.all other Loan

Replacement of Banks. If any Bank requests compensation pursuant to Section 9.3 5.01 or 11.1 5.06 hereof, or any Bank’s obligations 's obligation to make Loans of any Type or denominated in any Currency shall be suspended pursuant to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 5.01 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”"REQUESTING BANK"), the BorrowerCompany, upon three Business Days’ ' notice to the Administrative Agent given when no Default shall have occurred and the Subject Bankbe continuing, may require that such Subject Requesting Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers transfer all of its right, title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower Company that is satisfactory to the Administrative Agent; provided that Agent (ia) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), if such bank or other financial institution (iia "PROPOSED BANK") such Proposed Bank agrees to assume all of the obligations of such Subject Requesting Bank hereunder, and to purchase all of such Subject Requesting Bank’s 's Loans hereunder for a consideration equal to the aggregate outstanding principal amount of such Subject Requesting Bank’s 's Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Requesting Bank of all other amounts payable hereunder to such Subject Requesting Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof hereunder and any amounts that would be payable under Section 2.11 5.05 hereof as if all of such Subject Requesting Bank’s 's Loans were being prepaid in full on such date), ) and (iiib) if such Subject Requesting Bank has requested compensation pursuant to Section 9.3 5.01 or 11.1 5.06 hereof, such Proposed Bank’s 's aggregate requested compensation, if any, pursuant to said Section 9.3 5.01 or 11.1 5.06 with respect to such Subject Requesting Bank’s 's Loans is lower than that of the Requesting Bank. Subject Bankto the provisions of Section 12.05(b) hereof, and thereupon such Proposed Bank shall be a “"Bank” " for all purposes hereunder. Without prejudice to the survival of any other agreement of the Company hereunder the agreements of the Company contained in Sections 5.01, 5.06 and 12.03 (without duplication of any payments made to such Requesting Bank by the Company or the Proposed Bank) shall survive for the benefit of such Requesting Bank under this Agreement and (iv) Section 5.07 with respect to the time prior to such assignment does not conflict with applicable lawsreplacement.

Replacement of Banks. If any Bank Required Lender requests compensation pursuant to under Section 9.3 or 11.1 hereof8.03, or if the Borrower is required to pay any Bank’s obligations additional amount to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof, any Bank or any Bank becomes a Defaulting Governmental Authority for account of any Bank pursuant to Section 11.13 hereof 8.04, or if any Bank defaults in its obligation to fund Loans hereunder, or if any Bank does not consent to a proposed amendment, modification or waiver of this Agreement or any Note requested by the Borrower which requires the consent of all of the Banks to become effective, then the Borrower may, at its sole expense and effort (any including with respect to the processing and recordation fee referred to in Section 9.06(c)), upon notice to such Bank requesting and the Administrative Agent, require such compensationBank to transfer and assign, or whose obligations are so suspended, or that becomes without recourse (in accordance with and remains a Defaulting Bank being herein called a “Subject Bank”subject to the restrictions contained in Section 9.06), all of its interests, rights and obligations under this Agreement to an assignee reasonably acceptable to the Borrower, upon three Business Days’ notice such acceptance not to the Administrative Agent and the Subject be unreasonably withheld or delayed, that shall assume such assigned obligations (which assignee may be another Bank, may require that if a Bank accepts such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers all of its right, title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to the Administrative Agentassignment); provided that (i) the Administrative Agent Borrower shall have received an assignment fee in accordance with Section 11.12(bthe prior written consent of the Administrative Agent (and, if a Funding Amount is being assigned, the Fronting Bank), which consent or consents, as the case may be, shall not unreasonably be withheld, (ii) such Proposed Bank agrees to assume all shall have received payment of the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans for a consideration an amount equal to the aggregate outstanding principal amount of such Subject Bank’s its Loans, together with unreimbursed LC Disbursements owing to it and its Credit-Linked Deposit, accrued interest thereon to the date of such purchasethereon, accrued fees and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior it hereunder, from the assignee (to the date extent of such transfer outstanding principal and accrued interest and fees) or the Borrower (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if in the case of all of such Subject Bank’s Loans were being prepaid in full on such dateother amounts), (iii) if in the case of any such Subject Bank has requested assignment resulting from a claim for compensation under Section 8.03 or payments required to be made pursuant to Section 9.3 or 11.1 hereof8.04, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 assignment will result in a reduction in such compensation or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” for all purposes of this Agreement payments and (iv) such assignment does shall not conflict with applicable lawsany law, rule, or regulation or order of any court or other Governmental Authority having jurisdiction. In connection with any such replacement, if the replaced Bank does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption reflecting such replacement within five Business Days of the date on which the replacement Bank executes and delivers such Assignment and Acceptance to the replaced Bank, then such replaced Bank shall be deemed to have executed and delivered such Assignment and Assumption. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation (an "Affected Bank") (i) makes demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Sections 6.4 or 6.5, (ii) is unable to make or maintain Eurodollar Loans as a result of a condition described in Section 9.3 or 11.1 hereof6.3, or any Bank’s obligations (iii) defaults in its obligation to make Loans shall be suspended pursuant or to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 hereof participate in Letters of Credit in accordance with the terms of this Agreement (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains being referred to as a "Defaulting Bank being herein called a “Subject Bank”"), the BorrowerBorrower may, upon three Business Days’ within 90 days of receipt of such demand, notice (or the occurrence of such other event causing the Borrower to be required to pay such compensation or causing Section 6.3 to be applicable), or default, as the case may be, by notice (a "Replacement Notice") in writing to the Administrative Agent and such Affected Bank (A) request the Affected Bank to cooperate with the Borrower in obtaining a replacement bank satisfactory to the Administrative Agent and the Subject Borrower (the "Replacement Bank") as provided herein, may require that but none of such Subject Bank enter into Banks shall be under an agreement in form obligation to find a Replacement Bank; (B) request the non-Affected Banks to acquire and substance satisfactory to the Borrower and the Administrative Agent which transfers assume all of its rightthe Affected Bank's Loans and Commitment, title and interest to participate in Letters of Credit as provided herein, but none of such Banks shall be under this Agreement and such Subject Bank’s Note an obligation to any bank do so; or other financial institution (C) designate a “Proposed Bank”) identified by the Borrower that is Replacement Bank reasonably satisfactory to the Administrative Agent; provided that (i) . If any satisfactory Replacement Bank shall be obtained, and/or any of the Administrative Agent non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, and to participate in Letters of Credit then such Affected Bank shall, so long as no Event of Default shall have received an assignment fee occurred and be continuing, assign, in accordance with Section 11.12(b)21, (ii) such Proposed Bank agrees to assume all of the obligations of such Subject Bank hereunderits Commitment, and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the date of such purchase, Notes and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof rights and any amounts that would be payable obligations under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” for all purposes of this Agreement and (iv) all other Loan Documents to such assignment does not conflict with applicable laws.Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the 46 -40-

Replacement of Banks. (a) If (i) any Bank requests compensation payment of, or the Borrower is otherwise required to pay to any Bank, any amount pursuant to Section 9.3 ‎Section 8.01(b) or 11.1 hereof‎Section 8.03, or any Bank’s obligations to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof, or (ii) any Bank becomes a Defaulting Bank or (iii) any Bank notifies the Administrative Agent pursuant to Section 11.13 hereof 8.02 of its inability to make, maintain or fund Euro-Dollar Loans, then the Borrower may, at its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement to an Assignee (which Assignee may be another Bank, if such other Bank agrees to accept such assignment) that shall assume such obligations pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit G hereto which shall be executed by such Assignee and (except as otherwise provided in this) ‎Section 2.18(a) such transferor Bank; provided, that (A) the Borrower shall have received (NY) 27011/233/CA/JPM.CA.doc the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, conditioned or delayed, (B) such transferor Bank shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (in each case, if any), from the Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), which amounts shall be the only amounts payable to such transferor Bank in respect of such assignment and delegation, (C) any Bank being replaced pursuant to this ‎Section 2.18(a) shall be deemed to have granted to the Administrative Agent the authority to act as its attorney-in-fact solely for the purpose of executing such Assignment and Assumption Agreement, and (D) in the case of any such assignment and delegation resulting from a request or claim for payment under ‎Section 8.03, such assignment will result in a reduction in any payments due to such transferor Bank requesting on a dollar-for-dollar basis to the extent that such compensationassignment eliminates or reduces the amount that such transferor Bank is entitled to receive under ‎Section 8.03. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”)otherwise, the Borrowercircumstances entitling the Borrower to require such assignment and delegation cease to apply. Upon execution and delivery by the Assignee and (except as otherwise provided in this ‎Section 2.18(a)) the transferor Bank of the Assignment and Assumption Agreement referred to above and payment by such Assignee to such transferor Bank of the amount (if any) payable by such Assignee pursuant to clause (B) above: (1) such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment equal to such transferor Bank’s Commitment immediately prior to the effectiveness of such assignment and delegation (or, upon three Business Days’ notice if there is more than one Assignee, the respective portion of such Commitment agreed to be assumed by each such Assignee). Upon the consummation of any such assignment and delegation, the transferor Bank, the Administrative Agent and the Subject BankBorrower shall make appropriate arrangements so that, may require that such Subject Bank enter into an agreement in form and substance satisfactory if required, a new Note is issued to the Assignee. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent which transfers all certification as to exemption from deduction or withholding of its rightany United States federal income taxes in accordance with ‎Section 2.16. In connection with any assignment pursuant to this ‎Section 2.18(a), title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”I) identified by the Borrower that is satisfactory shall cause to be paid to the Administrative Agent; provided that Agent an administrative fee for processing such assignment in the amount of $3,500, and (iII) notwithstanding anything to the contrary set forth herein, if the transferor Bank does not execute and deliver to the Administrative Agent shall have received an a duly completed Assignment and Assumption Agreement reflecting such assignment fee in accordance with Section 11.12(b), (ii) such Proposed Bank agrees to assume all within five Domestic Business Days of the obligations of date on which the Assignee executes and delivers such Subject Bank hereunder, Assignment and to purchase all of such Subject Bank’s Loans for a consideration equal Assumption Agreement to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject transferor Bank, and thereupon then such Proposed transferor Bank shall be a “Bank” for all purposes of this Agreement deemed to have executed and delivered such Assignment and Assumption Agreement. (ivNY) such assignment does not conflict with applicable laws.27011/233/CA/JPM.CA.doc

Replacement of Banks. If any Bank requests compensation pursuant to Section 9.3 or 11.1 hereof5.01, or any such Bank’s obligations 's obligation to make or continue, or to convert Loans of any other type into, any type of Eurodollar Loan shall be suspended pursuant to Section 9.1 5.02 or 9.2 hereof5.03, or any if an event occurs that entitles such Bank becomes to make a Defaulting Bank claim pursuant to Section 11.13 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”)4.07, the BorrowerObligors' Representative, upon three Business Days’ ' notice to the Administrative Agent and the Subject such Bank, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers transfer all of its right, title and interest under this Agreement, the CSC Agreement and the CMFRI Agreement and such Subject Bank’s Note 's Notes and its notes issued under the CSC Agreement and the CMFRI Agreement to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to Obligors' Representative with the Administrative Agent; provided that (i) consent of the Administrative Agent (which consent shall have received an assignment fee in accordance with Section 11.12(bnot be unreasonably withheld), such assignment to be made pursuant to an Assignment and Acceptance Agreement substantially in the form of Exhibit E hereto (iian "Assignment and Acceptance") (a) if such Proposed Bank proposed transferee agrees to assume all of the obligations of such Subject Bank hereunder, under the CSC Agreement and to purchase all of such Subject Bank’s Loans under the CMFRI Agreement for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s 's Loans, CSC Loans and the CMFRI Loans, together with interest thereon to the date of such purchasetransfer, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder hereunder, under the CSC Agreement and under the CMFRI Agreement to such Subject Bank on or prior to the date of such transfer (including the amounts so requested pursuant to Section 5.01 (or the equivalent provisions of the CSC Agreement and the CMFRI Agreement) or so entitled to be claimed pursuant to Section 4.07 (or the equivalent provisions of the CSC Agreement and the CMFRI Agreement), any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof under the CSC Agreement and under the CMFRI Agreement and any amounts that would be payable under Section 2.11 hereof 5.05 (or the equivalent provisions of the CSC Agreement and the CMFRI Agreement) as if all of such Subject Bank’s 's Loans, CSC Loans and CMFRI Loans were being prepaid in full on such date), ) and (iiib) if such Subject Bank being replaced has requested compensation pursuant to Section 9.3 5.01 or 11.1 hereofis entitled to make a claim pursuant to Section 4.07, such Proposed Bank’s proposed transferee's aggregate requested compensation, if any, pursuant to said Section 9.3 5.01, or 11.1 the amounts, if any, entitled to be claimed by such proposed transferee pursuant to Section 4.07, with respect to such Subject replaced Bank’s 's Loans is would be lower than that of the Subject BankBank replaced. Without prejudice to the survival of any other agreement of the Obligors hereunder, the agreements of the Obligors contained in Sections 4.07, 5.01 and thereupon 12.03 (without duplication of any payments made to such Proposed Bank by the Obligors or the proposed transferee) shall be a “Bank” survive for all purposes the benefit of any Bank replaced under this Agreement and (iv) Section 5.06 with respect to the time prior to such assignment does not conflict with applicable lawsreplacement.

Replacement of Banks. If any Bank (a) requests compensation pursuant to Section 9.3 5.1 or 11.1 Section 5.6 hereof, or any such Bank’s obligations 's obligation to make Fixed Rate Loans shall be suspended pursuant to Section 9.1 5.2 or 9.2 5.3 hereof, or any Bank becomes a Defaulting Bank (b) does not agree to extend its Commitment Termination Date pursuant to request by the Company as contemplated by Section 11.13 hereof (any 2.4(d) hereof, the Company, upon not less than three Business Days prior notice to such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains (with a Defaulting Bank being herein called a “Subject Bank”copy to the Administrative Agent), the Borrowermay require that such Bank assign (in which case such Bank shall assign) as provided in Section 11.6(b) hereof, upon three Business Days’ all (but not less than all) of its Loans and Commitment to another bank or banks (which may be "Banks" hereunder) specified in such notice that are willing to accept such assignment (and are acceptable to the Administrative Agent and the Subject Letter of Credit Agent) for an amount equal to the aggregate principal amount of such Bank's Loans then outstanding and interest thereon accrued to the date of the consummation of such assignment and pursuant to documentation reasonably acceptable to such Bank, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers all of its right, title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to the Administrative Agent; provided that the Company shall pay to such Bank upon consummation of such assignment (i) such amounts (if any) as are then payable to such Bank under Section 5 hereof including the Administrative Agent shall have received an assignment fee in accordance with amounts (if any) the Company would be required to pay to such Bank under Section 11.12(b)5.5 hereof if the Loans assigned by it were being prepaid by the Company, (ii) such Proposed Bank agrees to assume all of the obligations commitment fee payable for the account of such Subject Bank hereunder, and pursuant to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon Section 2.5 hereof accrued to the date of such purchaseBank's Commitment is assigned in full pursuant to this Section 11.13, and satisfactory arrangements are made for payment to such Subject Bank of (iii) all other amounts then payable hereunder by the Company to such Subject Bank on or prior to for the date account of such transfer Bank hereunder (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof other than the principal of and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full interest on such dateits Loans), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” for all purposes of this Agreement and (iv) such assignment does not conflict with applicable laws.

Replacement of Banks. If any Bank (a) requests compensation pursuant to Section 9.3 5.1 or 11.1 Section 5.6 hereof, or any such Bank’s obligations 's obligation to make Eurodollar Loans shall be suspended pursuant to Section 9.1 5.2 or 9.2 5.3 hereof, or any Bank becomes a Defaulting Bank (b) does not agree to extend its Commitment Termination Date pursuant to request by the Company as contemplated by Section 11.13 hereof (any 2.4(d) hereof, the Company, upon not less than three Business Days prior notice to such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains (with a Defaulting Bank being herein called a “Subject Bank”copy to the Administrative Agent), the Borrowermay require that such Bank assign (in which case such Bank shall assign) as provided in Section 11.6(b) hereof, upon three Business Days’ all (but not less than all) of its Loans and Commitment to another bank or banks (which may be "Banks" hereunder) specified in such notice that are willing to accept such assignment (and are acceptable to the Administrative Agent and the Subject Letter of Credit Agent) for an amount equal to the aggregate principal amount of such Bank's Loans then outstanding and interest thereon accrued to the date of the consummation of such assignment and pursuant to documentation reasonably acceptable to such Bank, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers all of its right, title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to the Administrative Agent; provided that the Company shall pay to such Bank upon consummation of such assignment (i) such amounts (if any) as are then payable to such Bank under Section 5 hereof including the Administrative Agent shall have received an assignment fee in accordance with amounts (if any) the Company would be required to pay to such Bank under Section 11.12(b)5.5 hereof if the Loans assigned by it were being prepaid by the Company, (ii) such Proposed Bank agrees to assume all of the obligations commitment fee payable for the account of such Subject Bank hereunder, and pursuant to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon Section 2.5 hereof accrued to the date of such purchaseBank's Commitment is assigned in full pursuant to this Section 11.13, and satisfactory arrangements are made for payment to such Subject Bank of (iii) all other amounts then payable hereunder by the Company to such Subject Bank on or prior to for the date account of such transfer Bank hereunder (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof other than the principal of and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full interest on such dateits Loans), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” for all purposes of this Agreement and (iv) such assignment does not conflict with applicable laws.

Replacement of Banks. If any Bank requests compensation (an "Affected Bank") (i) makes demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 9.3 Section 5.5 or 11.1 hereof5.6, (ii) is unable to make or any Bank’s obligations maintain Eurodollar Loans as a result of a condition described in Section 5.4 or (iii) defaults in its obligation to make Loans shall be suspended pursuant or to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 hereof participate in Letters of Credit in accordance with the terms of this Agreement (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains being referred to as a "Defaulting Bank being herein called a “Subject Bank”"), the BorrowerBorrower may, upon three Business Days’ within 90 days of receipt of such demand, notice (or the occurrence of such other event causing the Borrower to be required to pay such compensation or causing Section 5.4 to be applicable), or default, as the case may be, by notice (a "Replacement Notice") in writing to the Administrative Agent and such Affected Bank (A) request the Affected Bank to cooperate with the Borrower in obtaining a replacement bank satisfactory to the Administrative Agent and the Subject Borrower (the "Replacement Bank") as provided herein, may require that but none of such Subject Bank enter into Banks shall be under an agreement in form obligation to find a Replacement Bank; (B) request the non-Affected Banks to acquire and substance satisfactory to the Borrower and the Administrative Agent which transfers assume all of its rightthe Affected Bank's Loans and Commitment, title and interest to participate in Letters of Credit as provided herein, but none of such Banks shall be under this Agreement and such Subject Bank’s Note an obligation to any bank do so; or other financial institution (C) designate a “Proposed Bank”) identified by the Borrower that is Replacement Bank reasonably satisfactory to the Administrative Agent; provided that (i) . If any satisfactory Replacement Bank shall be obtained, and/or any of the Administrative Agent non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, and to participate in Letters of Credit then such Affected Bank shall, so long as no Event of Default shall have received an assignment fee occurred and be continuing, assign, in accordance with Section 11.12(b)20, all of its Commitment, Loans, Notes and other rights and obligations under this Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Bank; provided, however, that (iix) such Proposed assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Bank agrees to assume all of and such Replacement Bank and/or non-Affected Banks, as the obligations of such Subject Bank hereundercase may be, and (y) prior to purchase any such assignment, the Borrower shall have paid to such Affected Bank all of such Subject Bank’s Loans for a consideration equal to amounts properly demanded and unreimbursed under Section Section 5.5, 5.6 and 5.8. Upon the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the effective date of such purchaseassignment, the Borrower shall issue replacement Notes to such Replacement Bank and/or non-Affected Banks, as the case may be, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Replacement Bank shall be become a “"Bank” " for all purposes of under this Agreement and (iv) such assignment does not conflict with applicable lawsthe other Loan Documents.

Replacement of Banks. If (a) any Bank advises Administrative Agent that the Adjusted Eurodollar Rate or Eurodollar Rate, as applicable, will not adequately and fairly reflect the cost to such Bank of making or maintaining its Revolving Loans pursuant to Section 13.2, (b) any Bank requests compensation under Section 13.1, (c) Borrower is required 100 to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 9.3 or 11.1 hereof13.6, or (d) it becomes unlawful for any Bank’s obligations Bank to honor its obligation to make or maintain Eurodollar Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof13.3, or (e) any Bank becomes a Defaulting Bank, (f) any Bank has not approved an increase in the Borrowing Base proposed by the Administrative Agent pursuant to Section 11.13 hereof 4.2 or (g) any Bank has not consented to a requested amendment or waiver that requires such Bank’s consent or the consent of all Banks in accordance with Section 14.5 and the Majority Banks have provided their consent to such requested amendment or waiver, then Borrower may, at its sole expense and effort, upon notice to such Bank requesting and Administrative Agent, require such compensationBank to assign and delegate, or whose obligations are so suspended, or that becomes without recourse (in accordance with and remains a Defaulting Bank being herein called a “Subject Bank”subject to the restrictions contained in Section 14.9(c)), the Borrowerall its interests, upon three Business Days’ notice to the Administrative Agent rights and the Subject Bank, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers all of its right, title and interest obligations under this Agreement and to a permitted assignee that shall assume such Subject obligations (which assignee may be another Bank’s Note to any bank or other financial institution (, if a “Proposed Bank”) identified by the Borrower that is satisfactory to the Administrative AgentBank accepts such assignment); provided that (i) the Administrative Agent Borrower shall have received an assignment fee in accordance with Section 11.12(b)the prior written consent of Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Proposed Bank agrees to assume all shall have received payment of the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans for a consideration an amount equal to the aggregate outstanding principal amount of such Subject Bank’s Loansits Revolving Loans and participations in Letters of Credit, together with the 2008 Bonds, the 2009 Bonds and any Additional Permitted Revenue Bonds, as applicable, accrued interest thereon to the date of such purchasethereon, accrued fees and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior it hereunder, from the assignee (to the date extent of such transfer outstanding principal and accrued interest and fees) or Borrower (including in the case of all other amounts) and (iii) in the case of any fees accrued hereunder, any requested such assignment resulting from a claim for compensation under Section 13.1 or payments required to be made pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof13.6, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 assignment will result in a reduction in such compensation or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed payments. A Bank shall not be a “Bank” for all purposes of this Agreement and (iv) required to make any such assignment does not conflict with applicable lawsand delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If any Bank requests compensation pursuant to Section 9.3 or 11.1 hereof, or any Bank’s obligations to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”), the Borrower, upon three Business Days’ notice to the Administrative Agent and the Subject Banknotice, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers all of its right, title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to the Administrative Agent; provided that Agent (i) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), (ii) if such Proposed Bank agrees to assume all of the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), ) and (iiiii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” for all purposes of this Agreement and (iv) such assignment does not conflict with applicable lawsAgreement.

Replacement of Banks. If any Bank requests compensation pursuant to Section 9.3 5.01 or 11.1 5.06 hereof, or any Bank’s obligations 's obligation to make Eurodollar Loans shall be suspended pursuant to Section 9.1 5.01 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 5.03 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject "Requesting Bank”"), the BorrowerCompany, upon three Business Days’ notice to the Administrative Agent and the Subject BankDays notice, may require that such Subject Requesting Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers transfer all of its right, title and interest under this Agreement and such Subject Requesting Bank’s Note 's Notes to any bank or other financial institution (a “"Proposed Bank”") identified by the Borrower Company that is satisfactory to the Administrative Agent; provided that Agent in its reasonable determination (i) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), (ii) if such Proposed Bank agrees to assume all of the obligations of such Subject Requesting Bank hereunder, and to purchase all of such Subject Requesting Bank’s 's Loans hereunder for a consideration equal to the aggregate outstanding principal amount of such Subject Requesting Bank’s 's Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Requesting Bank of all other amounts payable hereunder to such Subject Requesting Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof hereunder and any amounts that would be payable under Section 2.11 5.05 hereof as if all of such Subject Requesting Bank’s 's Loans were being prepaid in full on such date), ) and (iiiii) if such Subject Requesting Bank has requested compensation pursuant to Section 9.3 5.01 or 11.1 5.06 hereof, such Proposed Bank’s 's aggregate requested compensation, if any, pursuant to said Section 9.3 5.01 or 11.1 5.06 with respect to such Subject Requesting Bank’s 's Loans is lower than that of the Requesting Bank. Subject Bankto the provisions of Section 11.06(b) hereof, and thereupon such Proposed Bank shall be a “"Bank” " for all purposes hereunder, provided that no such Proposed Bank shall as a result of such purchase hold more than 25% of the aggregate amount of the Commitments. Without prejudice to the survival of any other agreement of the Company hereunder the agreements of the Company contained in Sections 5.01, 5.06 and 11.03 hereof (without duplication of any payments made to such Requesting Bank by the Company or the Proposed Bank) shall survive for the benefit of such Requesting Bank under this Section 5.07 with respect to the time prior to such replacement. Credit Agreement and (iv) such assignment does not conflict with applicable laws.47 - 43 -

Replacement of Banks. If any Bank requests compensation pursuant to Section 9.3 5.01 or 11.1 hereof5.06, or any such Bank’s obligations 's obligation to make or continue, or to convert Loans of any other type into, any type of Eurodollar Loan shall be suspended pursuant to Section 9.1 5.02 or 9.2 hereof5.03, or any if an event occurs that entitles such Bank becomes to make a Defaulting Bank claim pursuant to Section 11.13 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”)4.08, the BorrowerCompany, upon three Business Days’ ' notice to the Administrative Agent and the Subject such Bank, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers transfer all of its right, title and interest under this Agreement and such Subject Bank’s 's Note issued hereunder to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to Company with the Administrative Agent; provided that (i) consent of the Administrative Agent (which consent shall have received an assignment fee in accordance with Section 11.12(bnot be unreasonably withheld), such assignment to be made pursuant to an Assignment and Acceptance Agreement substantially in the form of EXHIBIT G hereto (iian "Assignment and Acceptance") (a) if such Proposed Bank proposed transferee agrees to assume all of the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans hereunder for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s 's Loans, together with interest thereon to the date of such purchasetransfer, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including the amounts so requested pursuant to Section 5.01 or 5.06 or so entitled to be claimed pursuant to Section 4.08, any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof hereunder and any amounts that would be payable under Section 2.11 hereof 5.05 as if all of such Subject Bank’s 's Loans were being prepaid in full on such date), ) and (iiib) if such Subject Bank being replaced has requested compensation pursuant to Section 9.3 5.01 or 11.1 hereof5.06 or is entitled to make a claim pursuant to Section 4.08, such Proposed Bank’s proposed transferee's aggregate requested compensation, if any, pursuant to said Section 9.3 5.01 or 11.1 5.06, or the amounts, if any, entitled to be claimed by such proposed transferee pursuant to Section 4.08, with respect to such Subject replaced Bank’s 's Loans is would be lower than that of the Subject BankBank replaced. Without prejudice to the survival of any other agreement of the Company hereunder, the agreements of the Company contained in Sections 4.08, 5.01, 5.06, 12.03 and thereupon 12.04 (without duplication of any payments made to such Proposed Bank by the Company or the proposed transferee) shall be a “Bank” survive for all purposes the benefit of any Bank replaced under this Agreement and (iv) Section 5.07 with respect to the time prior to such assignment does not conflict with applicable lawsreplacement.

Replacement of Banks. If any (i) a Bank requests compensation under Sections 5.01, 5.05 or 5.06, (ii) Section 5.03 becomes applicable to any Bank, (iii) the Borrower is required to pay additional amounts pursuant to Section 9.3 or 11.1 hereof5.04 to a particular Bank materially in excess of amounts required to be paid to the other Banks, or (iv) a Bank does not consent to the Borrower’s request for any Bank’s obligations to make Loans shall be suspended amendment pursuant to Section 9.1 or 9.2 hereof12.04 (but only if the Majority Banks have consented to such amendment), or any (v) a Bank becomes a Defaulting Bank is in default under its obligations pursuant to Section 11.13 hereof (any 2 hereof, the Borrower may, at its sole expense and effort, upon notice to such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”), the Borrower, upon three Business Days’ notice to the Administrative Agent and the Subject Bank, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions, including required consents, contained in Section 12.06), all of its rightinterests, title rights and interest obligations under this Agreement and such Subject to an assignee that assumes those obligations (which assignee may be another Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to the Administrative Agent); provided that (i) such Bank receives payment from the Administrative Agent shall have received assignee or from the Borrower of an assignment fee in accordance with Section 11.12(b), (ii) such Proposed Bank agrees to assume all of the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans for a consideration amount equal to the aggregate obligations owing to such Bank (to the extent of the outstanding principal amount of such Subject Bank’s Loansprincipal, accrued interest and fees included in those obligations), together with interest thereon any additional amounts due pursuant to Section 5.01, 5.05 or 5.06 (in the date of such purchase, and satisfactory arrangements are made for payment to such Subject Bank case of all other amounts payable hereunder so included) and (ii) in the case of any such assignment resulting from a claim for compensation under Section 5.01, 5.05 or 5.06, such assignment shall result in a reduction in such compensation or payments. A Bank shall not be required to make any such Subject assignment and delegation if, as a result of a waiver by such Bank on of its right under Section 5.01, 5.03, 5.05 or prior 5.06, as applicable, the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply or if a Bank determines in its sole discretion, that such transfer would result in additional costs not indemnified by the date Borrower and notifies the Borrower of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all additional costs together with a reasonably detailed description of such Subject Bank’s Loans were being prepaid in full on additional costs; provided that if the Borrower subsequently agrees to indemnify such date), (iii) if Bank for such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereofcosts, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” for all purposes of this Agreement and (iv) required to make such assignment does not conflict with applicable lawsassignment.

Replacement of Banks. (x) If any Bank requests compensation pursuant to Section 9.3 or 11.1 hereof, or any Bank’s obligations to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank pursuant to Section 11.13 hereof (any which results in such Bank requesting such compensationcharging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, if no payment Default, or whose obligations are so suspendedEvent of Default, then exists, to replace such Bank (the "Replaced Bank") with one or that becomes and remains more other Eligible Transferee or Eligible Transferees, none of whom shall constitute a Defaulting Bank being herein called a “Subject Bank”)at the time of such replacement (collectively, the Borrower, upon three Business Days’ notice to the Administrative Agent and the Subject "Replacement Bank, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers all of its right, title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”") identified by the Borrower that is satisfactory reasonably acceptable to the Administrative Agent; , provided that (i) at the Administrative Agent time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have received been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an assignment fee in accordance amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with Section 11.12(b)respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Bank and (z) the Swingline Bank an amount equal to such Replaced Bank's Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations (including, without limitation, all such Proposed Bank agrees to assume all of the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensationamounts, if any, due and owing under Section 1.11) of the Borrower due and owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to said Section 9.3 7.12 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or 11.1 Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Subject Bank’s Loans is lower than that of the Subject Bank, Replaced Bank and thereupon such Proposed Bank (y) Annex I hereto shall be a “deemed modified to reflect the changed Revolving Loan Commitments resulting from the assignment from the Replaced Bank to the Replacement Bank” for all purposes of this Agreement and (iv) such assignment does not conflict with applicable laws.

Replacement of Banks. If any Bank requests compensation pursuant to Section 9.3 5.01 or 11.1 5.06 hereof, or any Bank’s obligations 's obligation to make Eurodollar Loans shall be suspended pursuant to Section 9.1 5.01 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 5.03 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject "Requesting Bank”"), the BorrowerCompany, upon three Business Days’ notice to the Administrative Agent and the Subject BankDays notice, may require that such Subject Requesting Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers transfer all of its right, title and interest under this Agreement and such Subject Requesting Bank’s Note 's Notes to any bank or other financial institution (a “"Proposed Bank”") identified by the Borrower Company that is satisfactory to the Administrative Agent; provided that Agent in its reasonable determination (i) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), (ii) if such Proposed Bank agrees to assume all of the obligations of such Subject Requesting Bank hereunder, and to purchase all of such Subject Requesting Bank’s 's Loans hereunder for a consideration equal to the aggregate outstanding principal amount of such Subject Requesting Bank’s 's Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Requesting Bank of all other amounts payable hereunder to such Subject Requesting Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof hereunder and any amounts that would be payable under Section 2.11 5.05 hereof as if all of such Subject Requesting Bank’s 's Loans were being prepaid in full on such date), ) and (iiiii) if such Subject Requesting Bank has requested compensation pursuant to Section 9.3 5.01 or 11.1 5.06 hereof, such Proposed Bank’s 's aggregate requested compensation, if any, pursuant to said Section 9.3 5.01 or 11.1 5.06 with respect to such Subject Requesting Bank’s 's Loans is lower than that of the Requesting Bank. Subject Bankto the provisions of Section 11.06(b) hereof, and thereupon such Proposed Bank shall be a “"Bank” " for all purposes hereunder, provided that no such Proposed Bank shall as a result of such purchase hold more than 25% of the aggregate amount of the Commitments. Without prejudice to the survival of any other agreement of the Company hereunder the agreements of the Company contained in Sections 5.01, 5.06 and 11.03 hereof (without duplication of any payments made to such Requesting Bank by the Company or the Proposed Bank) shall survive for the benefit of such Requesting Bank under this Agreement and (iv) Section 5.07 with respect to the time prior to such assignment does not conflict with applicable laws.replacement. 49 - 45 -

Replacement of Banks. If any Bank requests compensation (an "Affected Bank") (i) makes demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Sections 5.5 or 5.6, (ii) is unable to make or maintain Eurodollar Loans as a result of a condition described in Section 9.3 5.4 or 11.1 hereof, or any Bank’s obligations (iii) defaults in its obligation to make Loans shall be suspended pursuant or to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 hereof participate in Letters of Credit in accordance with the terms of this Agreement (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains being referred to as a "Defaulting Bank being herein called a “Subject Bank”"), the BorrowerBorrower may, upon three Business Days’ within 90 days of receipt of such demand, notice (or the occurrence of such other event causing the Borrower to be required to pay such compensation or causing Section 5.4 to be applicable), or default, as the case may be, by notice (a "Replacement Notice") in writing to the Administrative Agent and such Affected Bank (A) request the Affected Bank to cooperate with the Borrower in obtaining a replacement bank satisfactory to the Administrative Agent and the Subject Borrower (the "Replacement Bank") as provided herein, may require that but none of such Subject Bank enter into Banks shall be under an agreement in form obligation to find a Replacement Bank; (B) request the non-Affected Banks to acquire and substance satisfactory to the Borrower and the Administrative Agent which transfers assume all of its rightthe Affected Bank's Loans and Commitment, title and interest to participate in Letters of Credit as provided herein, but none of such Banks shall be under this Agreement and such Subject Bank’s Note an obligation to any bank do so; or other financial institution (C) designate a “Proposed Bank”) identified by the Borrower that is Replacement Bank reasonably satisfactory to the Administrative Agent; provided that (i) . If any satisfactory Replacement Bank shall be obtained, and/or any of the Administrative Agent non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, and to participate in Letters of Credit then such Affected Bank shall, so long as no Event of Default shall have received an assignment fee occurred and be continuing, assign, in accordance with Section 11.12(b)20, all of its Commitment, Loans, and other rights and obligations under this Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Bank; provided, however, that (iix) such Proposed assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Bank agrees to assume all of and such Replacement Bank and/or non-Affected Banks, as the obligations of such Subject Bank hereundercase may be, and (y) prior to purchase any such assignment, the Borrower shall have paid to such Affected Bank all of such Subject Bank’s Loans for a consideration equal to amounts properly demanded and unreimbursed under Sections 5.5, 5.6 and 5.8. Upon the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the effective date of such purchase, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereofassignment, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Replacement Bank shall be become a “"Bank” " for all purposes of under this Agreement and (iv) such assignment does not conflict with applicable lawsthe other Loan Documents.

Replacement of Banks. If Each Bank may make any Borrowings and LC Credit Extensions to the Borrower or any Qualified Borrower through any Applicable Lending Office; provided that the exercise of this option shall not affect the obligation of the Borrower or any Qualified Borrower to repay such credit extension in accordance with the terms of this Agreement. If, at any time, any Bank requests compensation shall be owed amounts pursuant to this Section 9.3 or 11.1 hereof, or any Bank’s obligations to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 hereof (any 8.4 and such Bank requesting such compensation, has declined or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”)is unable to change the jurisdiction of its Applicable Lending Office in accordance with paragraph (h) of this Section 8.4, the BorrowerBorrower shall, at its sole expense and effort, have the right, upon three five (5) Business Days’ notice to the Administrative Agent and the Subject Bank, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and either (x) cause a bank reasonably acceptable to the Administrative Agent which transfers all to offer to purchase the Commitments of its right, title and interest under this Agreement and such Subject Bank for an amount equal to such Bank’s Note outstanding Loans and all amounts due such Bank hereunder (including, without limitation, interest, Facility Fees, Letter of Credit Fees and all amounts payable pursuant to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to the Administrative Agent; provided that (i) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b2.13 and this Section 8.4), (ii) such Proposed Bank agrees and to assume all of the obligations of such Subject become a Bank hereunder, and or to obtain the agreement of one or more existing Banks to offer to purchase all the Commitments of such Subject Bank’s Bank for such amount, which offer such Bank is hereby required to accept, or (y) repay in full all Loans for a consideration equal to the aggregate then outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the date thereon, Facility Fees, Letter of such purchase, Credit Fees and satisfactory arrangements are made for payment to such Subject Bank of all other amounts due such Bank hereunder (including, without limitation, amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof 2.13 and any amounts that would be payable under this Section 2.11 hereof as if all of 8.4), upon which event, such Subject Bank’s Loans were being prepaid in full on such dateCommitment shall be deemed to be cancelled. Any Bank subject to this Section 8.4(i) shall retain the benefits of Sections 2.16(h), (iii) if such Subject Bank has requested compensation pursuant to Section 8.3, 8.4 and 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect for the period prior to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” for all purposes of this Agreement and (iv) such assignment does not conflict with applicable lawspurchase or cancellation.

Replacement of Banks. If any Bank requests compensation (an "Affected Bank") (a) makes demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 9.3 Sections 6.3.4, 6.7 or 11.1 hereof6.8, or any Bank’s obligations (b) is unable to make or maintain Eurodollar Rate Loans shall be suspended pursuant as a result of a condition described in Section 6.6 or (c) is unable to make any Loan or issue, extend or renew any Letter of Credit as described in Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 hereof 14.2 (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains being referred to as a "Defaulting Bank being herein called a “Subject Bank”"), the BorrowerBorrower may, upon three Business Days’ within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing the Borrower to be required to pay such compensation or causing Section 6.6 or Section 14.2 to be applicable), or default, as the case may be, by notice (a "Replacement Notice") in writing to the Administrative Agent and such Affected Bank (1) request the Affected Bank to cooperate with the Borrower in obtaining a replacement bank satisfactory to the Administrative Agent and the Subject Borrower (the "Replacement Bank, may require that such Subject Bank enter into an agreement in form "); (2) request the non-Affected Banks to acquire and substance satisfactory to the Borrower and the Administrative Agent which transfers assume all of its rightthe Affected Bank's Loans and Commitment, title and interest as provided herein, but none of such Banks shall be under this Agreement and such Subject Bank’s Note an obligation to any bank do so; or other financial institution (3) designate a “Proposed Bank”) identified by the Borrower Replacement Bank which is an Eligible Assignee that is reasonably satisfactory to the Administrative Agent; provided that (i) . If any satisfactory Replacement Bank shall be obtained, and/or if any one or more of the Administrative Agent non-Affected Banks shall have received an assignment fee agree to acquire and assume all of the Affected Bank's Loans and Commitment, then such Affected Bank shall assign, in accordance with Section 11.12(b)21, all of its Commitment and Loans, its Notes and other rights and obligations under this Credit Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Bank; provided, however, that (iix) such Proposed assignment shall be without recourse, representation or warranty (other than title) and shall be on terms and conditions reasonably satisfactory to such Affected Bank agrees to assume all of and such Replacement Bank and/or non-Affected Banks, as the obligations of such Subject Bank hereundercase may be, and (4) prior to purchase any such assignment, the Borrower shall have paid to such Affected Bank all of such Subject Bank’s amounts properly demanded and unreimbursed under Sections 6.7, 6.8 and any amount which would have been due under 6.10 if the Loans for a consideration equal to had been prepaid rather than assigned. Upon the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the effective date of such purchaseassignment, the Borrower shall issue replacement Note(s) to such Replacement Bank and/or non-Affected Banks, as the case may be, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject institution shall become a "Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” " for all purposes of under this Credit Agreement and (iv) such assignment does not conflict with applicable lawsthe other Loan Documents.

Replacement of Banks. If any Bank requests compensation (an "Affected Bank") (i) makes demand upon a Borrower for (or if a Borrower is otherwise required to pay) amounts pursuant to Section 9.3 SECTION 5.3.2, 5.5 or 11.1 hereof5.6, or any Bank’s obligations (ii) is unable to make or maintain Eurocurrency Rate Loans shall be suspended pursuant as a result of a condition described in SECTION 5.10 or (iii) defaults in its obligation to Section 9.1 or 9.2 hereofmake Loans, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 hereof in accordance with the terms of this Agreement (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains being referred to as a "Defaulting Bank being herein called a “Subject Bank”"), the BorrowerBorrowers within ninety (90) days of receipt of such demand, upon three Business Days’ notice (or the occurrence of such other event causing the Borrower to be required to pay such compensation or causing SECTION 5.10 to be applicable), or default, as the case may be, by notice (a "Replacement Notice") in writing to the Administrative Agent and such Affected Bank (A) request the Affected Bank to cooperate with the Borrowers in obtaining a replacement bank satisfactory to the Administrative Agent and the Subject Borrower (the "Replacement Bank"); (B) request the non-Affected Banks to acquire and assume all of the Affected Bank's Loans and Commitments, may require that as provided herein, but none of such Subject Banks shall be under an obligation to do so; or (C) designate a Replacement Bank enter into an agreement in form and substance satisfactory to the Borrower and approved by the Administrative Agent which transfers Agent, such approval not to be unreasonably withheld or delayed. If any satisfactory Replacement Bank shall be obtained, and/or if any one or more of the non- Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, then such Affected Bank shall assign, in accordance with SECTION 19, all of its rightCommitment, title Loans, Letter of Credit Participations, Notes and interest other rights and obligations under this Agreement and all other Loan Documents to such Subject Bank’s Note to any bank Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory Obligations then due and payable to the Administrative AgentAffected Bank; provided provided, however, that (i) such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Bank as assignor and the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), assignee(s) and (ii) prior to any such Proposed assignment, the Borrowers shall have paid to such Affected Bank agrees to assume all of amounts properly demanded and unreimbursed under SECTION 5.3.2, 5.5 or 5.6. Upon the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the effective date of such purchaseassignment, the Borrowers shall issue replacement Notes to such Replacement Bank and/or non-Affected Banks, as the case may be, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject institution shall become a "Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” " for all purposes of under this Agreement and (iv) such assignment does not conflict with applicable lawsthe other Loan Documents.

Replacement of Banks. If any Bank requests compensation pursuant to Section 9.3 5.01 or 11.1 5.06 hereof, or any Bank’s obligations 's obligation to make Eurodollar Loans shall be suspended pursuant to Section 9.1 5.01 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 5.03 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject "Requesting Bank”"), the BorrowerCompany, upon three Business Days’ notice to the Administrative Agent and the Subject BankDays notice, may require that such Subject Requesting Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers transfer all of its right, title and interest under this Agreement and such Subject Requesting Bank’s Note 's Notes (if any) to any bank or other financial institution (a “"Proposed Bank”") identified by the Borrower Company that is satisfactory to the Administrative Agent; provided that Agent in its reasonable determination (i) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), (ii) if such Proposed Bank agrees to assume all of the obligations of such Subject Requesting Bank hereunder, and to purchase all of such Subject Requesting Bank’s 's Loans hereunder for a consideration equal to the aggregate outstanding principal amount of such Subject Requesting Bank’s 's Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Requesting Bank of all other amounts payable hereunder to such Subject Requesting Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof hereunder and any amounts that would be payable under Section 2.11 5.05 hereof as if all of such Subject Requesting Bank’s 's Loans were being prepaid in full on such date), ) and (iiiii) if such Subject Requesting Bank has requested compensation pursuant to Section 9.3 5.01 or 11.1 5.06 hereof, such Proposed Bank’s 's aggregate requested compensation, if any, pursuant to said Section 9.3 5.01 or 11.1 5.06 with respect to such Subject Requesting Bank’s 's Loans is lower than that of the Requesting Bank. Subject Bankto the provisions of Section 11.06(b) hereof, and thereupon such Proposed Bank shall be a “"Bank” " for all purposes hereunder, provided that no such Proposed Bank shall as a result of such purchase hold more than 25% of the aggregate amount of the Commitments. Without prejudice to the survival of any other agreement of the Company hereunder the agreements of the Company contained in Sections 5.01, 5.06 and 11.03 hereof (without duplication of any payments made to such Requesting Bank by the Company or the Proposed Bank) shall survive for the benefit of such Requesting Bank under this Agreement and (iv) Section 5.07 with respect to the time prior to such assignment does not conflict with applicable lawsreplacement.

Replacement of Banks. If any Bank requests compensation pursuant to Section 9.3 or 11.1 hereof5.01, or any such Bank’s obligations 's obligation to make or continue, or to convert Loans of any other type into, any type of Eurodollar Loan shall be suspended pursuant to Section 9.1 5.02 or 9.2 hereof5.03, or any if an event occurs that entitles such Bank becomes to make a Defaulting Bank claim pursuant to Section 11.13 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”)4.07, the Borrower, Company upon three Business Days’ ' notice to the Administrative Agent and the Subject such Bank, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers transfer all of its right, title and interest under this Agreement, the CSC Agreement and the New York/New Jersey Agreement, such Subject Bank’s Note 's Notes and its notes issued under the CSC Agreement and the New York/New Jersey Agreement to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to Company with the Administrative Agent; provided that (i) consent of the Administrative Agent (which consent shall have received an assignment fee in accordance with Section 11.12(bnot be unreasonably withheld), such assignment to be made pursuant to an Assignment and Acceptance Agreement substantially in the form of Exhibit H hereto (iian "Assignment and Acceptance") (a) if such Proposed Bank proposed transferee agrees to assume all of the obligations of such Subject Bank hereunder, under the CSC Agreement and to purchase all of such Subject Bank’s Loans the New York/New Jersey Agreement for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s 's Loans, CSC Loans and New York/New Jersey Loans, together with interest thereon to the date of such purchasetransfer, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder hereunder, under the CSC Agreement and under the New York/New Jersey Agreement to such Subject Bank on or prior to the date of such transfer (including the amounts so requested pursuant to Section 5.01 or so entitled to be claimed pursuant to Section 4.07, any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof hereunder and any amounts that would be payable under Section 2.11 hereof 5.05 as if all of such Subject Bank’s 's Loans were being prepaid in full on such date), ) and (iiib) if such Subject Bank being replaced has requested compensation pursuant to Section 9.3 5.01 or 11.1 hereofis entitled to make a claim pursuant to Section 4.07, such Proposed Bank’s proposed transferee's aggregate requested compensation, if any, pursuant to said Section 9.3 5.01, or 11.1 the amounts, if any, entitled to be claimed by such proposed transferee pursuant to Section 4.07, with respect to such Subject replaced Bank’s 's Loans is would be lower than that of the Subject BankBank replaced. Without prejudice to the survival of any other agreement of the Company hereunder, the agreements of the Company contained in Sections 4.07, 5.01 and thereupon 12.03 (without duplication of any payments made to such Proposed Bank by the Company or the proposed transferee) shall be a “Bank” survive for all purposes the benefit of any Bank replaced under this Agreement and (iv) Section 5.06 with respect to the time prior to such assignment does not conflict with applicable lawsreplacement.

Replacement of Banks. If any Bank requests compensation pursuant to Section 9.3 or 11.1 hereof5.01, or any such Bank’s obligations 's obligation to make or continue, or to convert Loans of any other type into, any type of Eurodollar Loan shall be suspended pursuant to Section 9.1 5.02 or 9.2 hereof5.03, or any if an event occurs that entitles such Bank becomes to make a Defaulting Bank claim pursuant to Section 11.13 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”)4.07, the BorrowerObligors' Representative, upon three Business Days’ ' notice to the Administrative Agent and the Subject such Bank, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers transfer all of its right, title and interest under this Agreement and such Subject Bank’s Note 's Notes to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to Obligors' Representative with the Administrative Agent; provided that (i) consent of the Administrative Agent (which consent shall have received an assignment fee in accordance with Section 11.12(bnot be unreasonably withheld), such assignment to be made pursuant to an Assignment and Acceptance Agreement substantially in the form of Exhibit H hereto (iian "Assignment and Acceptance") (a) if such Proposed Bank proposed transferee agrees to assume all of the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s 's Loans, together with interest thereon to the date of such purchasetransfer, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including the amounts so requested pursuant to Section 5.01 or so entitled to be claimed pursuant to Section 4.07, any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof hereunder and any amounts that would be payable under Section 2.11 hereof 5.05 as if all of such Subject Bank’s 's Loans were being prepaid in full on such date), ) and (iiib) if such Subject Bank being replaced has requested compensation pursuant to Section 9.3 5.01 or 11.1 hereofis entitled to make a claim pursuant to Section 4.07, such Proposed Bank’s proposed transferee's aggregate requested compensation, if any, pursuant to said Section 9.3 5.01, or 11.1 the amounts, if any, entitled to be claimed by such proposed transferee pursuant to Section 4.07, with respect to such Subject replaced Bank’s 's Loans is would be lower than that of the Subject BankBank replaced. Without prejudice to the survival of any other agreement of the Obligors hereunder, the agreements of the Obligors contained in Sections 4.07, 5.01 and thereupon 12.03 (without duplication of any payments made to such Proposed Bank by the Obligors or the proposed transferee) shall be a “Bank” survive for all purposes the benefit of any Bank replaced under this Agreement and (iv) Section 5.06 with respect to the time prior to such assignment does not conflict with applicable lawsreplacement.

Replacement of Banks. (x) If any Bank requests compensation pursuant to Section 9.3 or 11.1 hereof, or any Bank’s obligations to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank pursuant to Section 11.13 hereof (any which results in such Bank requesting such compensationcharging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, if no payment Default, or whose obligations are so suspendedEvent of Default, then exists, to replace such Bank (the “Replaced Bank”) with one or that becomes and remains more other Eligible Transferee or Eligible Transferees, none of whom shall constitute a Defaulting Bank being herein called a “Subject Bank”)at the time of such replacement (collectively, the Borrower, upon three Business Days’ notice to the Administrative Agent and the Subject Bank, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers all of its right, title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Replacement Bank”) identified by the Borrower that is satisfactory reasonably acceptable to the Administrative Agent; , provided that (i) at the Administrative Agent time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have received been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an assignment fee in accordance amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with Section 11.12(b)respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Bank and (z) the Swingline Bank an amount equal to such Replaced Bank’s Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) such Proposed Bank agrees to assume all of the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensationamounts, if any, due and owing under Section 1.11) of the Borrower due and owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to said Section 9.3 7.12 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or 11.1 Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Subject Bank’s Loans is lower than that of the Subject Bank, Replaced Bank and thereupon such Proposed Bank (y) Annex I hereto shall be a “deemed modified to reflect the changed Revolving Loan Commitments resulting from the assignment from the Replaced Bank to the Replacement Bank” for all purposes of this Agreement and (iv) such assignment does not conflict with applicable laws.

Replacement of Banks. If any Bank requests compensation pursuant to Section 9.3 5.01 or 11.1 5.05 hereof, or if any Bank’s obligations obligation to make or Continue Loans of any Type, or to Convert Loans of any Type into the other Type of Loan, shall be suspended pursuant to Section 9.1 5.01 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 5.03 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a an “Subject Affected Bank”), the Borrower, upon three Business Days’ notice to such Affected Bank and the Administrative Agent Agent, may, at its sole expense and the Subject Bankeffort, may require that such Subject Affected Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers transfer all of its right, title title, interest and interest obligations under this Agreement and such Subject Affected Bank’s Note Notes without recourse to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory (subject to the Administrative Agent; provided that proviso at the end of this sentence) (i) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), (ii) if such Proposed Bank agrees to assume all of the obligations of such Subject Affected Bank hereunder, and to purchase all of such Subject Affected Bank’s Loans hereunder for a consideration equal to the aggregate outstanding principal amount of such Subject Affected Bank’s Loans, together with interest thereon to the date of such purchase, and arrangements satisfactory arrangements to the Affected Bank are made for payment to such Subject Affected Bank of all other amounts payable hereunder to such Subject Affected Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof hereunder and any amounts that would be payable under Section 2.11 5.04 hereof as if all of such Subject Affected Bank’s Loans were being prepaid in full on such date), ) and (iiiii) (if such Subject Affected Bank has requested compensation pursuant to Section 9.3 5.01 or 11.1 5.05 hereof, ) if such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 5.01 or 11.1 5.05 hereof with respect to such Subject Affected Bank’s Loans is lower than that of the Affected Bank; provided that the Administrative Agent shall have consented to such Proposed Bank to the extent and on the same terms consent would be required under the terms of Section 11.06(b) in connection with an assignment to such Proposed Bank. Subject Bankto the provisions of Section 11.06(b) hereof, and thereupon such Proposed Bank shall be a “Bank” for all purposes hereunder. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements of the Borrower contained in Sections 5.01, 5.05 and 11.03 hereof (without duplication of any payments made to such Affected Bank by the Borrower or the Proposed Bank) shall survive for the benefit of such Affected Bank under this Agreement and (iv) Section 5.06 with respect to the time prior to such assignment does replacement. A Bank shall not conflict with applicable lawsbe required to make any such transfer if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Borrower to require such transfer cease to apply. Section 6.

Replacement of Banks. (x) If any Bank requests compensation pursuant to Section 9.3 or 11.1 hereof, or any Bank’s obligations to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant or otherwise defaults in its obligations to make Revolving Loans, or (y) upon the occurrence of an event giving rise to the operation of Section 11.13 hereof 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank which results in such Bank requesting such compensationcharging, or whose obligations are so suspendedgiving notice that it is entitled to charge, to the Borrower increased costs in excess of those being generally charged by the other Banks, the Borrower shall have the right, if no Default or that becomes and remains Event of Default then exists to replace such Bank (the "Replaced Bank") with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Bank being herein called a “Subject Bank”)at the time of such replacement (collectively, the Borrower, upon three Business Days’ notice "Replacement Bank") and each of whom shall be required to the Administrative Agent and the Subject Bank, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers all of its right, title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory be reasonably acceptable to the Administrative Agent; , provided that (i) at the Administrative Agent time of any replacement pursuant to this Section 1.12, the Replacement Bank shall have received an assignment fee in accordance with Section 11.12(b), (ii) such Proposed Bank agrees to assume all of the obligations of such Subject Bank hereunder, enter into one or more Assignment and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation Assumption Agreements pursuant to Section 9.3 or 11.1 hereof 15.04(b) (and any amounts that would be with all fees payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 15.04(b) (other than fees incurred by or 11.1 for the account of the Defaulting Bank in any capacity hereunder) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the entire Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (II) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (III) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, and (y) each Issuing Bank an amount equal to such Replaced Bank's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank to such Issuing Bank and (ii) all obligations of the Borrower due and owing to the Replaced Bank at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” for all purposes of indemnification provisions under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.06, 13.03 and (iv) 15.01), which shall survive as to such assignment does not conflict with applicable lawsReplaced Bank.

Replacement of Banks. If any Bank requests compensation (an "Affected Bank") (i) makes demand upon a Borrower for (or if a Borrower is otherwise required to pay) amounts pursuant to Section 9.3 Section 5.3.2, 5.6 or 11.1 hereof5.7, or any Bank’s obligations (ii) is unable to make or maintain Eurocurrency Rate Loans shall be suspended pursuant as a result of a condition described in Section 5.10 or (iii) defaults in its obligation to Section 9.1 or 9.2 hereofmake Loans, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 hereof in accordance with the terms of this Agreement (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains being referred to as a "Defaulting Bank being herein called a “Subject Bank”"), the BorrowerBorrowers within ninety (90) days of receipt of such demand, upon three Business Days’ notice (or the occurrence of such other event causing the Borrower to be required to pay such compensation or causing Section 5.10 to be applicable), or default, as the case may be, by notice (a "Replacement Notice") in writing to the Administrative Agent and such Affected Bank (A) request the Affected Bank to cooperate with the Borrowers in obtaining a replacement bank satisfactory to the Agent and the Subject Borrower (the "Replacement Bank"); (B) request the non-Affected Banks to acquire and assume all of the Affected Bank's Loans and Commitments, may require that as provided herein, but none of such Subject Banks shall be under an obligation to do so; or (C) designate a Replacement Bank enter into an agreement approved by the Agent, such approval not to be unreasonably withheld or delayed. If any satisfactory Replacement Bank shall be obtained, and/or if any one or more of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitments, then such Affected Bank shall assign, in form and substance satisfactory to the Borrower and the Administrative Agent which transfers accordance with Section 19, all of its rightCommitments, title Loans, Letter of Credit Participations, Tender Guaranty Participations, Notes and interest other rights and obligations under this Agreement and all other Loan Documents to such Subject Bank’s Note to any bank Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory Obligations then due and payable to the Administrative AgentAffected Bank; provided provided, however, that (i) such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Bank and such Replacement Bank and/or non-Affected Banks, as the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b)case may be, and (ii) prior to any such Proposed assignment, the Borrowers shall have paid to such Affected Bank agrees to assume all of amounts properly demanded and unreimbursed under Section Section 5.3.2, 5.6 or 5.7. Upon the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the effective date of such purchaseassignment, the applicable Borrowers shall issue replacement Notes to such Replacement Bank and/or non-Affected Banks, as the case may be, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject institution shall become a "Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” " for all purposes of under this Agreement and (iv) such assignment does not conflict with applicable lawsthe other Loan Documents.

Replacement of Banks. If (a) any Bank requests compensation under Section 2.9 (Increased Costs) or asserts, pursuant to Section 9.3 or 11.1 hereof2.9(d) that it is unlawful for such Bank to make Eurodollar Rate Loans, (b) the Borrower is required to pay any additional amount to any Bank or any Bank’s obligations to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof, or Governmental Authority for the account of any Bank becomes a Defaulting Bank pursuant to Section 11.13 hereof 2.11 (Taxes), (c) any Bank defaults in its obligation to fund Loans hereunder, or (d) with respect of any Bank that does not approve any amendment or waiver of any provision of any Loan Document that requires the unanimous consent of all of the Banks pursuant to Section 12.1 (Amendments; Waivers, Etc.), if such amendment or waiver is agreed to by the Required Banks, then the Borrower may, at its sole expense, upon prior notice to such Bank requesting and the Agent, require such compensationBank to assign and delegate, or whose obligations are so suspended, or that becomes without recourse (in accordance with and remains a Defaulting Bank being herein called a “Subject Bank”subject to the restrictions contained in Section 12.14 (Sale and Assignment)), the Borrowerall its interests, upon three Business Days’ notice to the Administrative Agent rights and the Subject Bank, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers all of its right, title and interest obligations under this Agreement and to an assignee that shall assume such Subject obligations (which assignee may be another Bank’s Note to any bank or other financial institution (, if a “Proposed Bank”) identified by the Borrower that is satisfactory to the Administrative AgentBank accepts such assignment); provided that (i) to the Administrative Agent extent required under Section 12.14 (Sale and Assignment), the Borrower shall have received an assignment fee in accordance with Section 11.12(b)the prior written consent of the Agent, which consent shall not unreasonably be withheld, (ii) such Proposed Bank agrees to assume all shall have received payment of the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans for a consideration an amount equal to the aggregate outstanding principal amount of such Subject Bank’s its Loans, together with accrued interest thereon to the date of such purchasethereon, accrued fees and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior it hereunder, from the assignee (to the date extent of such transfer outstanding principal and accrued interest and fees) or the Borrower (including in the case of all other amounts) and (iii) in the case of any fees accrued hereunder, any requested such assignment resulting from a claim for compensation under Section 2.9 (Increased Costs) or payments required to be made pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date(Taxes), (iii) if such Subject Bank has requested assignment will result in a reduction in such compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed payments. A Bank shall not be a “Bank” for all purposes of this Agreement and (iv) required to make any such assignment does not conflict with applicable lawsand delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Banks. If Within thirty (30) days after (a) any Bank requests had demanded compensation from the Borrower pursuant to Section 9.3 ss.ss.5.7 or 11.1 5.8 hereof, or (b) there shall have occurred a change in law with respect to any Bank’s obligations Bank as a consequence of which it shall have become unlawful for such Bank to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereofa LIBOR Rate Loan on any Drawdown Date, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 as described in ss.5.6 hereof (any such Bank requesting such compensation, described in the foregoing clauses (a) or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject (b) is hereinafter referred to as an "Affected Bank”"), the BorrowerBorrower may request that the other Banks (collectively, upon three Business Days’ notice the "Non-Affected Banks") acquire all, but not less than all, of the Affected Bank's Commitment or may designate a replacement bank or banks, which must be an Eligible Assignee and which also must be reasonably acceptable to the Administrative Agent Agent, to acquire and assume all or any portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank (the "Replacement Bank"). If the Borrower so requests the Non-Affected Banks to acquire all or a portion of the Affected Bank's Commitment, the Non-Affected Banks may elect to acquire all or any portion of the Affected Banks 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 or any portion of the Affected Bank's outstanding Revolving Credit Loans and Commitment, the Replacement Bank may acquire and assume that portion of the outstanding Revolving Credit Loans and Commitments of the Affected Bank not otherwise acquired or assumed by the Non-Affected Banks. The provisions of ss.19 hereof shall apply to all reallocations pursuant to this ss.5.12, and the Subject Bank, may require that such Subject Affected Bank enter into an agreement in form and substance satisfactory any Non-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall execute and deliver to the Borrower and the Administrative Agent which transfers all of its rightAgent, title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to the Administrative Agent; provided that (i) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), (ii) such Proposed Bank agrees to assume all the provisions of the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 ss.19 hereof, such Proposed Bank’s aggregate requested compensationAssignments and Acceptances and other instruments, if anyincluding, without limitation, the Revolving Credit Notes, as are required pursuant to said Section 9.3 or 11.1 with respect ss.19 hereof to give effect to such Subject Bank’s Loans is lower than that reallocations. On the effective date of the Subject Bankapplicable Assignment and Acceptance, and thereupon the Borrower shall pay to the Affected Bank all interest accrued on its Revolving Credit Loans up to but excluding such Proposed date, along with any fees payable to such Affected Bank shall be a “Bank” for all purposes of this Agreement and (iv) hereunder up to but excluding such assignment does not conflict with applicable lawsdate.

Replacement of Banks. If any Bank Required Lender requests compensation pursuant to under Section 9.3 or 11.1 hereof8.03, or if the Borrower is required to pay any Bank’s obligations additional amount to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof, any Bank or any Bank becomes a Defaulting Governmental Authority for account of any Bank pursuant to Section 11.13 hereof 8.04, or if any Bank defaults in its obligation to fund Loans hereunder, or if any Bank does not consent to a proposed amendment, modification or waiver of this Agreement or any Note requested by the Borrower which requires the consent of all of the Banks to become effective, then the Borrower may, at its sole expense and effort (any including with respect to the processing and recordation fee referred to in Section 9.06(c)), upon notice to such Bank requesting and the Administrative Agent, require such compensationBank to transfer and assign, or whose obligations are so suspended, or that becomes without recourse (in accordance with and remains a Defaulting Bank being herein called a “Subject Bank”subject to the restrictions contained in Section 9.06), all of its interests, rights and obligations under this Agreement to an assignee reasonably acceptable to the Borrower, upon three Business Days’ notice such acceptance not to the Administrative Agent and the Subject be unreasonably withheld or delayed, that shall assume such assigned obligations (which assignee may be another Bank, may require that if a Bank accepts such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers all of its right, title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to the Administrative Agentassignment); provided that (i) the Administrative Agent Borrower shall have received an assignment fee in accordance with Section 11.12(bthe prior written consent of the Administrative Agent (and, if a Funding Amount is being assigned, the Fronting Bank), which consent or consents, as the case may be, shall not unreasonably be withheld, (ii) such Proposed Bank agrees to assume all shall have received payment of the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans for a consideration an amount equal to the aggregate outstanding principal amount of such Subject Bank’s its Loans, together with unreimbursed LC Disbursements owing to it and its Credit-Linked Deposit, accrued interest thereon to the date of such purchasethereon, accrued fees and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior it hereunder, from the assignee (to the date extent of such transfer outstanding principal and accrued interest and fees) or the Borrower (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if in the case of all of such Subject Bank’s Loans were being prepaid in full on such dateother amounts), (iii) if in the case of any such Subject Bank has requested assignment resulting from a claim for compensation under Section 8.03 or payments required to be made pursuant to Section 9.3 or 11.1 hereof8.04, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 assignment will result in a reduction in such compensation or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” for all purposes of this Agreement payments and (iv) such assignment does shall not conflict with applicable laws.any law, rule, or regulation or order of any court or other Governmental Authority having jurisdiction. In connection with any such replacement, if the replaced Bank does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption reflecting such replacement within five Business Days of the date on which the replacement Bank executes and delivers such Assignment and Acceptance to the replaced Bank, then such replaced Bank shall be deemed to have executed and delivered such Assignment and Assumption. A Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply..

Replacement of Banks. If any Bank requests compensation pursuant to Section 9.3 5.01 or 11.1 5.06 hereof, or any Bank’s obligations 's obligation to make Eurodollar Loans shall be suspended pursuant to Section 9.1 5.01 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 5.03 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject "Requesting Bank”"), the BorrowerCompany, upon three Business Days’ notice to the Administrative Agent and the Subject BankDays notice, may require that such Subject Requesting Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers transfer all of its right, title and interest under this Agreement and such Subject Requesting Bank’s Note 's Notes (if any) to any bank or other financial institution (a “"Proposed Bank”") identified by the Borrower Company that is satisfactory to the Administrative Agent; provided that Agent in its reasonable determination (i) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), (ii) if such Proposed Bank agrees to assume all of the obligations of such Subject Requesting Bank hereunder, and to purchase all of such Subject Requesting Bank’s 's Loans hereunder for a consideration equal to the aggregate outstanding principal amount of such Subject Requesting Bank’s 's Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Requesting Bank of all other amounts payable hereunder to such Subject Requesting Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof hereunder and any amounts that would be payable under Section 2.11 5.05 hereof as if all of such Subject Requesting Bank’s 's Loans were being prepaid in full on such date), ) and (iiiii) if such Subject Requesting Bank has requested compensation pursuant to Section 9.3 5.01 or 11.1 5.06 hereof, such Proposed Bank’s 's aggregate requested compensation, if any, pursuant to said Section 9.3 5.01 or 11.1 5.06 with respect to such Subject Requesting Bank’s 's Loans is lower than that of the Requesting Bank. Subject Bankto the provisions of Section 11.06(b) hereof, and thereupon such Proposed Bank shall be a “"Bank” " for all purposes hereunder, provided that no such Proposed Bank shall as a result of this Agreement such purchase hold more than 25% of the aggregate amount of the Amended and (iv) such assignment does not conflict with applicable laws.Restated Credit Agreement

Replacement of Banks. If Within thirty (30) days after (a) any Bank requests has demanded compensation from the Borrower pursuant to Section 9.3 Sections 5.7 or 11.1 5.8 hereof, or (b) there shall have occurred a change in law with respect to any Bank’s obligations Bank as a consequence of which it shall have become unlawful for such Bank to make Loans shall be suspended pursuant to a Eurocurrency Rate Loan on any Drawdown Date, as described in Section 9.1 or 9.2 5.6 hereof, or any Bank becomes a Defaulting Bank pursuant to at the time set forth in Section 11.13 hereof 2.10 (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject described in the foregoing is hereinafter referred to as an "Affected Bank”"), the BorrowerBorrower may request that the other Banks (collectively, upon three Business Days’ notice the "Non-Affected Banks") acquire all, but not less than all, of the Affected Bank's Commitment or may designate a replacement bank or banks, which must be an Eligible Assignee and which also must be reasonably acceptable to the Administrative Agent Agent, to acquire and assume all or any portion of the outstanding Revolving Credit Loans and Commitment of the Affected Bank (the "Replacement Bank"). If the Borrower so requests the Non-Affected Banks to acquire all or a portion of the Affected Bank's Commitment, the Non-Affected Banks may elect to acquire all or any portion of the Affected Banks outstanding Revolving Credit Loans and to assume all or any portion of the Affected Bank's Commitment. In addition, the Replacement Bank may acquire and assume that portion of the outstanding Revolving Credit Loans and Commitments of the Affected Bank not otherwise acquired or assumed by the Non-Affected Banks (provided, the Borrower shall have no obligation to offer any portion of the outstanding Revolving Credit Loans and Commitments of the Affected Bank to the Non-Affected Banks prior to making any offer to a Replacement Bank). The provisions of Section 19 hereof shall apply to all reallocations pursuant to this Section 5.12, and the Subject Bank, may require that such Subject Affected Bank enter into an agreement in form and substance satisfactory any Non-Affected Banks and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Bank shall execute and deliver to the Borrower and the Administrative Agent which transfers all of its rightAgent, title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to the Administrative Agent; provided that (i) the Administrative Agent shall have received an assignment fee in accordance with the provisions of Section 11.12(b)19 hereof, (ii) such Proposed Bank agrees to assume all of Assignments and Acceptances and other instruments, including, without limitation, the obligations of such Subject Bank hereunderRevolving Credit Notes, and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements as are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation required pursuant to Section 9.3 or 11.1 19 hereof to give effect to such reallocations. On the effective date of the applicable Assignment and any amounts that would be payable under Section 2.11 hereof as if Acceptance, the Borrower shall pay to the Affected Bank all of such Subject Bank’s interest accrued on its Revolving Credit Loans were being prepaid in full on up to but excluding such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 along with respect any fees payable to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon Affected Bank hereunder up to but excluding such Proposed Bank shall be a “Bank” for all purposes of this Agreement and (iv) such assignment does not conflict with applicable lawsdate.

Replacement of Banks. If any Bank requests compensation pursuant -------------------- to Section 9.3 5.01 or 11.1 5.05 hereof, or any Bank’s obligations 's obligation to make Loans of any Type or denominated in any Currency shall be suspended pursuant to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 5.01 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject "Requesting Bank”"), the BorrowerCompany, upon three --------------- Business Days’ ' notice to the Administrative Agent and the Subject BankAgent, may require that such Subject Requesting Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers transfer all of its right, title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower Company that is satisfactory to the Administrative Agent; provided that Agent in its reasonable determination (ia) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), if such bank or other financial institution (iia "Proposed Bank") such Proposed Bank agrees to ------------- assume all of the obligations of such Subject Requesting Bank hereunder, and to purchase all of such Subject Requesting Bank’s 's Loans hereunder for a consideration equal to the aggregate outstanding principal amount of such Subject Requesting Bank’s 's Loans, together with interest thereon to the date of such purchase, purchase and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iiib) if such Subject Requesting Bank has requested compensation pursuant to Section 9.3 5.01 or 11.1 5.05 hereof, such Proposed Bank’s 's aggregate requested compensation, if any, pursuant to said Section 9.3 5.01 or 11.1 5.05 with respect to such Subject Requesting Bank’s 's Loans is lower than that of the Requesting Bank. Subject Bankto the provisions of Section 11.06(b) hereof, and thereupon such Proposed Bank shall be a “"Bank” " for all purposes hereunder. Without prejudice to the survival of any other agreement of the Company hereunder the agreements of the Company contained in Sections 5.01, 5.05 and 11.03 (without duplication of any payments made to such Requesting Bank by the Company or the Proposed Bank) shall survive for the benefit of such Requesting Bank under this Agreement and (iv) Section 5.06 with respect to the time prior to such assignment does not conflict with applicable lawsreplacement.

Replacement of Banks. If any Bank requests compensation (an "Affected Bank") (i) makes demand upon the Borrowers for (or if the Borrowers are otherwise required to pay) amounts pursuant to Section 9.3 Sections4.4 or 11.1 hereof, 4.10 or any Bank’s obligations (ii) is unable to make or maintain Eurodollar Loans shall as a result of a condition described in Section 4.9, the Borrowers may, within 90 days of receipt of such demand or notice (or the occurrence of such other event causing the Borrowers to be suspended pursuant required to pay such compensation or causing Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant 4.9 to Section 11.13 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”be applicable), the Borrower, upon three Business Days’ by notice in writing to the Administrative Agent and such Affected Bank (a "Replacement Notice") (A) request the Affected Bank to cooperate with the Borrowers in obtaining a replacement bank satisfactory to the Agent and the Subject Borrowers (the "Replacement Bank"); (B) request the non-Affected Banks to acquire and assume all of the Affected Bank's Loans and Commitment, may require that as provided herein, but none of such Subject Banks shall be under an obligation to do so; or (C) designate a Replacement Bank enter into an agreement in form and substance reasonably satisfactory to the Borrower Agent. If any satisfactory Replacement Bank shall be obtained, and/or any of the non-Affected Banks shall agree to acquire and assume all of the Administrative Agent which transfers Affected Bank's Loans and Commitment, then such Affected Bank shall, so long as no Event of Default shall have occurred and be continuing, assign, in accordance with Section 17, all of its rightCommitment, title Loans, Notes and interest other rights and obligations under this Credit Agreement and all other Loan Documents to such Subject Bank’s Note to any bank Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory Obligations then due and payable to the Administrative AgentAffected Bank; provided provided, however, that (i) such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Bank and such Replacement Bank and/or non-Affected Banks, as the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b)case may be, and (ii) prior to any such Proposed assignment, the Borrowers shall have paid to such Affected Bank agrees to assume all of amounts properly demanded and unreimbursed under Sections4.4, 4.8, 4.9 and 4.10. Upon the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the effective date of such purchaseassignment, the Borrowers shall issue replacement Notes to such Replacement Bank and/or non-Affected Banks, as the case may be, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject institution shall become a "Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” " for all purposes of under this Credit Agreement and (iv) such assignment does not conflict with applicable lawsthe other Loan Documents.

Replacement of Banks. If any Bank requests compensation (an "Affected Bank") (i) makes demand upon the Borrowers for (or if the Borrowers are otherwise required to pay) amounts pursuant to Section 9.3 Sections 4.4 or 11.1 hereof, 4.10 or any Bank’s obligations (ii) is unable to make or maintain Eurodollar Loans shall as a result of a condition described in Section 4.9, the Borrowers may, within 90 days of receipt of such demand or notice (or the occurrence of such other event causing the Borrowers to be suspended pursuant required to pay such compensation or causing Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant 4.9 to Section 11.13 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”be applicable), the Borrower, upon three Business Days’ by notice in writing to the Administrative Agent and such Affected Bank (a "Replacement Notice") (A) request the Affected Bank to cooperate with the Borrowers in obtaining a replacement bank satisfactory to the Agent and the Subject Borrowers (the "Replacement Bank"); (B) request the non-Affected Banks to acquire and assume all of the Affected Bank's Loans and Commitment, may require that as provided herein, but none of such Subject Banks shall be under an obligation to do so; or (C) designate a Replacement Bank enter into an agreement in form and substance reasonably satisfactory to the Borrower Agent. If any satisfactory Replacement Bank shall be obtained, and/or any of the non-Affected Banks shall agree to acquire and the Administrative Agent which transfers assume all of its rightthe Affected Bank's Loans and Commitment, title and interest under this Agreement and then such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to the Administrative Agent; provided that (i) the Administrative Agent Affected Bank shall, so long as no Event of Default shall have received an assignment fee occurred and be continuing, assign, in accordance with Section 11.12(b)17, (ii) such Proposed Bank agrees to assume all of the obligations of such Subject Bank hereunderits Commitment, and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the date of such purchase, Notes and satisfactory arrangements are made for payment other rights and obligations under this Credit Agreement and all other Loan Documents to such Subject Replacement Bank of all other amounts payable hereunder to such Subject Bank on or prior to non-Affected Banks, as the date of such transfer (including any fees accrued hereundercase may be, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” for all purposes of this Agreement and (iv) such assignment does not conflict with applicable laws.exchange for

Replacement of Banks. If any Bank requests compensation pursuant to Section 9.3 or 11.1 hereof, or any Bank’s 's obligations to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 hereof hereof, (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank Bank, being herein called a “"Subject Bank”"), the Borrower, upon three Business Days’ notice to the Administrative Agent and the Subject Bank' notice, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers all of its right, title and interest under this Agreement and such Subject Bank’s 's Note to any bank or other financial institution (a “"Proposed Bank”") identified by the Borrower that is satisfactory to the Administrative Agent; provided that Agent (i) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), (ii) if such Proposed Bank agrees to assume all of the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s 's Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s 's Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s 's Loans were being prepaid in full on such date), ) and (iiiii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s 's aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s 's Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “"Bank” " for all purposes of this Agreement and (iv) such assignment does not conflict with applicable lawsAgreement.

Replacement of Banks. If any Bank requests compensation (an "Affected Bank") (i) makes demand upon the Borrowers for (or if the Borrowers are otherwise required to pay) amounts pursuant to Section 9.3 ss.ss.4.4 or 11.1 hereof, 4.10 or any Bank’s obligations (ii) is unable to make or maintain Eurodollar Loans shall as a result of a condition described in ss.4.9, the Borrowers may, within ninety (90) days of receipt of such demand or notice (or the occurrence of such other event causing the Borrowers to be suspended pursuant required to Section 9.1 pay such compensation or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant causing ss.4.9 to Section 11.13 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”be applicable), the Borrower, upon three Business Days’ by notice in writing to the Administrative Agent and the Subject Bank, may require that such Subject Affected Bank enter into an agreement in form and substance (a "Replacement Notice") obtain a replacement Bank satisfactory to the Borrower and the Administrative Agent which transfers (the "Replacement Bank") to assume the Affected Bank's Commitment by (A) requesting the non-Affected Banks to acquire and assume all of its rightthe Affected Bank's Loans and Commitment, title and interest as provided herein, but none of such Banks shall be under this Agreement and such Subject Bank’s Note an obligation to any bank do so; or other financial institution (B) designating a “Proposed Bank”) identified by the Borrower that is Replacement Bank reasonably satisfactory to the Administrative Agent. If any satisfactory Replacement Bank shall be obtained, and/or any of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitment, then such Affected Bank shall, so long as no Event of Default shall have occurred and be continuing, assign, in accordance with ss.18, all of its Commitment, Loans, Notes and other rights and obligations under this Credit Agreement and all other Loan Documents to such Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Bank; provided PROVIDED, HOWEVER, that (i) such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Bank and such Replacement Bank and/or non-Affected Banks, as the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b)case may be, and (ii) prior to any such Proposed assignment, the Borrowers shall have paid to such Affected Bank agrees to assume all of amounts properly demanded and unreimbursed under ss.ss.4.4, 4.8, 4.9 and 4.10. Upon the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the effective date of such purchaseassignment, the Borrowers shall issue replacement Revolving Credit Notes or Swing Line Notes, as applicable, to such Replacement Bank and/or non-Affected Banks, as the case may be, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject institution shall become a "Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” " for all purposes of under this Credit Agreement and (iv) such assignment does not conflict with applicable lawsthe other Loan Documents.

Replacement of Banks. If any Bank requests compensation (an "Affected Bank") (a) makes -------------------- -------- ---- demand upon a Borrower for (or if a Borrower is otherwise required to pay) amounts pursuant to Section 9.3 or 11.1 hereof(S)(S)6.2.3.2, 6.6, or any Bank’s obligations 6.7, (b) is unable to make or maintain Eurocurrency Rate Loans shall as a result of a condition described in (S)6.4 or (c) defaults in its obligation to make Loans, in accordance with the terms of this Credit Agreement (such Bank being referred to as a "Defaulting Bank"), such Borrower within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing such Borrower to be suspended pursuant required to Section 9.1 pay such compensation or 9.2 hereofcausing (S)6.4 to be applicable), or any Bank becomes default, as the case may be, by notice (a Defaulting Bank pursuant to Section 11.13 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”), the Borrower, upon three Business Days’ notice "Replacement Notice") in writing to the Administrative applicable Agent and such Affected Bank (i) request the Subject Bank, may require that Affected Bank to cooperate with such Subject Bank enter into an agreement Borrower in form and substance obtaining a replacement bank satisfactory to the Borrower and the Administrative applicable Agent which transfers all of its right, title and interest under this Agreement and such Subject Borrower (the "Replacement Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to the Administrative Agent"); provided that (i) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), (ii) such Proposed Bank agrees request the non-Affected Banks to ----------- ---- acquire and assume all of the obligations Affected Bank's Loans and Commitments, as provided herein, but none of such Subject Banks shall be under an obligation to do so; or (iii) designate a Replacement Bank hereunderapproved by the applicable Agent, such approval not to be unreasonably withheld or delayed. If any satisfactory Replacement Bank shall be obtained, and/or if any one or more of the non-Affected Banks shall agree to acquire and assume all of the Affected Bank's Loans and Commitments, then such Affected Bank shall assign, in accordance with (S)20, all of its Commitments, Loans, Letter of Credit Participations, and other rights and obligations under this Credit Agreement and all other Loan Documents to purchase such Replacement Bank or non-Affected Banks, as the case may be, in exchange for payment of the principal amount so assigned and all of such Subject Bank’s Loans for a consideration equal interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the aggregate outstanding principal amount of Affected Bank; provided, however, that (A) such Subject Bank’s Loansassignment shall be without -------- recourse, together with interest thereon representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Bank and such Replacement Bank and/or non-Affected Banks, as the case may be, and (B) prior to any such assignment, the Borrower shall have paid to such Affected Bank all amounts properly demanded and unreimbursed under (S)(S)6.2.3.2, 6.6 or 6.7. Upon the effective date of such purchaseassignment, the applicable Borrower shall issue replacement Notes, if applicable, to such Replacement Bank and/or non-Affected Banks, as the case may be, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject institution shall become a "Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” " for all purposes of under this Credit Agreement and (iv) such assignment does not conflict with applicable lawsthe other Loan Documents.

Replacement of Banks. If Within thirty (30) days after (a) any Bank requests had demanded compensation from the Borrower pursuant to Section 9.3 Sections 5.7 or 11.1 5.8 hereof, or (b) there shall have occurred a change in law with respect to any Bank’s obligations Bank as a consequence of which it shall have become unlawful for such Bank to make Loans shall be suspended pursuant to a LIBOR Rate Loan on any Drawdown Date, as described in Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 5.6 hereof (any such Bank requesting such compensation, described in the foregoing clauses (a) or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject (b) is hereinafter referred to as an "Affected Bank”"), the BorrowerBorrower may request that the other Banks (collectively, upon three Business Days’ notice the "Non-Affected Banks") acquire all, but not less than all, of the Affected Bank's Commitment or may designate a replacement bank or banks, which must be an Eligible Assignee and which also must be reasonably acceptable to the Administrative Agent Agent, to acquire and assume all or any portion of the outstanding Loans and Commitment of the Affected Bank (the "Replacement Bank"). If the Borrower so requests the Non-Affected Banks to acquire all or a portion of the Affected Bank's 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. If the Non-Affected Banks do not elect to acquire and assume all or any portion of the Affected Bank's outstanding Loans and Commitment, the Replacement Bank may acquire and assume that portion of the outstanding Loans and Commitments of the Affected Bank not otherwise acquired or assumed by the Non-Affected Banks. The provisions of Section 19 hereof shall apply to all reallocations pursuant to this Section 5.12, and the Subject Bank, may require that such Subject Affected Bank enter into an agreement in form and substance satisfactory any Non-Affected Banks and/or replacement banks which are to acquire the Loans and Commitment of the Affected Bank shall execute and deliver to the Borrower and the Administrative Agent which transfers all of its rightAgent, title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to the Administrative Agent; provided that (i) the Administrative Agent shall have received an assignment fee in accordance with the provisions of Section 11.12(b)19 hereof, (ii) such Proposed Bank agrees to assume all of Assignments and Acceptances and other instruments, including, without limitation, the obligations of such Subject Bank hereunderNotes, and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements as are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation required pursuant to Section 9.3 or 11.1 19 hereof to give effect to such reallocations. On the effective date of the applicable Assignment and any amounts that would be payable under Section 2.11 hereof as if Acceptance, the Borrower shall pay to the Affected Bank all of such Subject Bank’s interest accrued on its Loans were being prepaid in full on up to but excluding such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 along with respect any fees payable to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon Affected Bank hereunder up to but excluding such Proposed Bank shall be a “Bank” for all purposes of this Agreement and (iv) such assignment does not conflict with applicable lawsdate.

Replacement of Banks. (x) If any Bank requests compensation pursuant to Section 9.3 or 11.1 hereof, or any Bank’s obligations to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank, -------------------- (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank pursuant to Section 11.13 hereof (any which results in such Bank requesting such compensationcharging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of a refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, if no payment Default, or whose obligations are so suspendedEvent of Default, then exists, to replace such Bank (the "Replaced Bank") with one or that becomes and remains more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank being herein called a “Subject Bank”)at the time of such replacement (collectively, the Borrower, upon three Business Days’ notice "Replacement Bank") reasonably acceptable to the Administrative Agent and the Subject BankAgent, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers all of its right, title and interest under this Agreement and such Subject Bank’s Note to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to the Administrative Agent; provided that (i) at the Administrative Agent time of any replacement pursuant to this Section -------- 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have received been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an assignment fee in accordance amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with Section 11.12(b)respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Bank and (z) BTCo an amount equal to such Replaced Bank's Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations (including, without limitation, all such Proposed Bank agrees to assume all of the obligations of such Subject Bank hereunder, and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof and any amounts that would be payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensationamounts, if any, due and owing under Section 1.11) of the Borrower due and owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to said Section 9.3 7.12 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or 11.1 Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Subject Bank’s Loans is lower than that of the Subject Bank, Replaced Bank and thereupon such Proposed Bank (y) Annex I hereto shall be a “deemed modified to reflect the changed Revolving Loan Commitments resulting from the assignment from the Replaced Bank to the Replacement Bank” for all purposes of this Agreement and (iv) such assignment does not conflict with applicable laws.

Replacement of Banks. If any Bank requests compensation pursuant to Section 9.3 5.01 or 11.1 5.05 hereof, or if any Bank’s obligations obligation to make or Continue Loans of any Type, or to Convert Loans of any Type into the other Type of Loan, shall be suspended pursuant to Section 9.1 5.01 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant to Section 11.13 5.03 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a an “Subject Affected Bank”), the Borrower, upon three Business Days’ notice to such Affected Bank and the Administrative Agent Agent, may, at its sole expense and the Subject Bankeffort, may require that such Subject Affected Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers transfer all of its right, title title, interest and interest obligations under this Agreement and such Subject Affected Bank’s Note Notes without recourse to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory (subject to the Administrative Agent; provided that proviso at the end of this sentence) (i) the Administrative Agent shall have received an assignment fee in accordance with Section 11.12(b), (ii) if such Proposed Bank agrees to assume all of the obligations of such Subject Affected Bank hereunder, and to purchase all of such Subject Affected Bank’s Loans hereunder for a consideration equal to the aggregate outstanding principal amount of such Subject Affected Bank’s Loans, together with interest thereon to the date of such purchase, and arrangements satisfactory arrangements to the Affected Bank are made for payment to such Subject Affected Bank of all other amounts payable hereunder to such Subject Affected Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof hereunder and any amounts that would be payable under Section 2.11 5.04 hereof as if all of such Subject Affected Bank’s Loans were being prepaid in full on such date), ) and (iiiii) (if such Subject Affected Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 with respect to such Subject Bank’s Loans is lower than that of the Subject Bank, and thereupon such Proposed Bank shall be a “Bank” for all purposes of this Agreement and (iv) such assignment does not conflict with applicable laws.has

Replacement of Banks. (x) If any Bank requests compensation pursuant to Section 9.3 or 11.1 hereof, or any Bank’s obligations to make Loans shall be suspended pursuant to Section 9.1 or 9.2 hereof, or any Bank becomes a Defaulting Bank pursuant or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) upon the occurrence of any event giving rise to the operation of Section 11.13 hereof 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”), the Borrower, upon three Business Days’ notice to the Administrative Agent and the Subject Bank, may require that such Subject Bank enter into an agreement in form and substance satisfactory charging to the Borrower and increased costs in excess of those being generally charged by the Administrative Agent other Banks or (z) as provided in Section 13.12(b) in the case of certain refusals by a Bank (other than a Bank whose commitments are terminated in accordance with Section 3.02(b) and/or whose Loans are repaid in accordance with Section 4.01(v)) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which transfers all of its have been approved by the Required Banks, the Borrower shall have the right, title and interest under this Agreement and if no Default or Event of Default will exist immediately after giving effect to the respective replacement, to either replace such Subject Bank (the "Replaced Bank’s Note to any bank ") with one or more other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory Eligible Transferee or Transferees reasonably acceptable to the Administrative Agent; , none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") provided that (i) at the Administrative Agent time of any replacement pursuant to this Section 1.13, the Replacement Bank shall have received an assignment fee in accordance with Section 11.12(b), (ii) such Proposed Bank agrees to assume all of the obligations of such Subject Bank hereunder, enter into one or more Assignment and to purchase all of such Subject Bank’s Loans for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder to such Subject Bank on or prior to the date of such transfer (including any fees accrued hereunder, any requested compensation Assumption Agreements pursuant to Section 9.3 or 11.1 hereof 13.04(b) (and any amounts that would be with all fees payable under Section 2.11 hereof as if all of such Subject Bank’s Loans were being prepaid in full on such date), (iii) if such Subject Bank has requested compensation pursuant to Section 9.3 or 11.1 hereof, such Proposed Bank’s aggregate requested compensation, if any, pursuant to said Section 9.3 or 11.1 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Commitment and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and (y) any Issuing Bank an amount equal to such Replaced Bank's Adjusted Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Subject Replaced Bank’s Loans is lower than that ) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the Subject extent such amount was not theretofore funded by such Replaced Bank, and thereupon (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Proposed Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, the recordation of the assignment in the Register by the Administrative Agent pursuant to Section 13.17 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 12.06 and 13.01, as the same may be limited by Section 13.15 (to the extent applicable)), which shall survive as to such Replaced Bank and (y) in the case of a replacement of a Defaulting Bank with a Non-Defaulting Bank, the Adjusted Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks). Any replacement of a Bank pursuant to this Section 1.13 shall not be deemed to be a “waiver of any rights which the Borrower, the Administrative Agent or any other Bank shall have against the Replaced Bank” for all purposes of this Agreement and (iv) such assignment does not conflict with applicable laws.

Replacement of Banks. If any Bank requests compensation pursuant to Section 9.3 5.01 or 11.1 hereof5.06, or any such Bank’s obligations 's obligation to make or continue, or to convert Loans of any other type into, any type of Eurodollar Loan shall be suspended pursuant to Section 9.1 5.02 or 9.2 hereof5.03, or any if an event occurs that entitles such Bank becomes to make a Defaulting Bank claim pursuant to Section 11.13 hereof (any such Bank requesting such compensation, or whose obligations are so suspended, or that becomes and remains a Defaulting Bank being herein called a “Subject Bank”)4.08, the BorrowerCompany, upon three Business Days’ ' notice to the Administrative Agent and the Subject such Bank, may require that such Subject Bank enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent which transfers transfer all of its right, title and interest under this Agreement, the CMFRI Agreement and the New York/New Jersey Agreement and such Subject Bank’s 's Note issued hereunder and its notes issued under the CMFRI Agreement and the New York/New Jersey Agreement to any bank or other financial institution (a “Proposed Bank”) identified by the Borrower that is satisfactory to Company with the Administrative Agent; provided that (i) consent of the Administrative Agent (which consent shall have received an assignment fee in accordance with Section 11.12(bnot be unreasonably withheld), such assignment to be made pursuant to an Assignment and Acceptance Agreement substantially in the form of Exhibit H hereto (iian "Assignment and Acceptance") (a) if such Proposed Bank proposed transferee agrees to assume all of the obligations of such Subject Bank hereunder, under the CMFRI Agreement and to purchase all of such Subject Bank’s Loans under the New York/New Jersey Agreement for a consideration equal to the aggregate outstanding principal amount of such Subject Bank’s 's Loans, CMFRI Loans and New York/New Jersey Loans, together with interest thereon to the date of such purchasetransfer, and satisfactory arrangements are made for payment to such Subject Bank of all other amounts payable hereunder hereunder, under the CMFRI Agreement and under the New York/New Jersey Agreement to such Subject Bank on or prior to the date of such transfer (including the amounts so requested pursuant to Section 5.01 or 5.06 or so entitled to be claimed pursuant to Section 4.08, any fees accrued hereunder, any requested compensation pursuant to Section 9.3 or 11.1 hereof hereunder and any amounts that would be payable under Section 2.11 hereof 5.05 as if all of such Subject Bank’s 's Loans were being prepaid in full on such date), ) and (iiib) if such Subject Bank being replaced has requested compensation pursuant to Section 9.3 5.01 or 11.1 hereof5.06 or is entitled to make a claim pursuant to Section 4.08, such Proposed Bank’s proposed transferee's aggregate requested compensation, if any, pursuant to said Section 9.3 5.01 or 11.1 5.06, or the amounts, if any, entitled to be claimed by such proposed transferee pursuant to Section 4.08, with respect to such Subject replaced Bank’s 's Loans is would be lower than that of the Subject BankBank replaced. Without prejudice to the survival of any other agreement of the Company hereunder, the agreements of the Company contained in Sections 4.08, 5.01, 5.06, 12.03 and thereupon 12.04 (without duplication of any payments made to such Proposed Bank by the Company or the proposed transferee) shall be a “Bank” survive for all purposes the benefit of any Bank replaced under this Agreement and (iv) Section 5.07 with respect to the time prior to such assignment does not conflict with applicable lawsreplacement.