Common use of Replacement of Banks Clause in Contracts

Replacement of Banks. (x) Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii) or (iii), Section 1.11(c), Section 1.11(d), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or (y) as provided in Section 12.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased cost, to replace such Bank (the “Replaced Bank”) with one or more other Eligible Assignee or Assignees (collectively, the “Replacement Bank”) reasonably acceptable to the Administrative Agent and each Letter of Credit Issuer; provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment 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 all of the Commitment and outstanding 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 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) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, and (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 Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment Agreements, 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 an appropriate Note 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 1.11, 1.12, 2.05, 4.04 and, 12.01), which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.

Replacement of Banks. (xa) Upon If any Bank requests compensation under Section 5.01, or if the occurrence of Borrower is required to pay any event giving rise to the operation of Section 1.11(a)(ii) Indemnified Taxes or (iii), Section 1.11(c), Section 1.11(d), Section 2.05 or Section 4.04 with respect additional amounts to any Bank which results in such or any Governmental Authority for the account of any Bank charging pursuant to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or (y) as provided in Section 12.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes5.03, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) aboveeach case, such Bank has not withdrawn its request for such compensation declined or changed its applicable is unable to designate a different lending office in accordance with Section 5.04, or if any Bank has affected Loans pursuant to Section 3.03(b), or if any Bank becomes a Defaulting Bank, or if any Bank refuses to approve a Proposed Borrowing Base pursuant to Section 2.07(c)(iii) and as a result, the effect of eliminating or substantially decreasing (to a level which is not material) such increased cost, Borrower elects to replace such dissenting Bank (pursuant to Section 2.07(c)(iv), or if the “Replaced Borrower has the right to replace a Bank pursuant to Section 12.02, then the Borrower may, at its sole expense and effort, upon notice to such Bank”) with one or more other Eligible Assignee or Assignees (collectively, the “Replacement Bank”) reasonably acceptable to the Administrative Agent and each Letter of Credit Issuerthe Issuing Banks, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.04(b)), all its interests, rights (other than its existing rights to payments pursuant to Section 5.01 or Section 5.03) and obligations under this Agreement and the related Loan Papers to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) at the time Borrower shall have received the prior written consent of any replacement pursuant to this Section 1.14the Administrative Agent and the Issuing Banks (in each case, the Replacement which consent shall not unreasonably be withheld or delayed), (ii) such Bank shall enter into one or more Assignment 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 all have received payment of the Commitment and outstanding 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 outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Papers (Aincluding any amounts under Section 5.02) an amount equal from the assignee (to the extent of such outstanding principal ofand accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 5.01 or payments required to be made pursuant to Section 5.03, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable Governmental Requirement, and all accrued interest on, all outstanding Loans (v) in the case 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 any assignment resulting from a Bank becoming a non-consenting Bank pursuant to Section 3.01 12.02, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Bank shall not be required to make any such assignment and (y) the respective Letter delegation if, prior thereto, as a result of Credit Issuer an amount equal to such Replaced Bank’s 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued a waiver by such Letter of Credit Issuer to Bank or otherwise, the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of circumstances entitling the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above in respect of which the require such 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 Agreements, 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 an appropriate Note executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall delegation cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.11, 1.12, 2.05, 4.04 and, 12.01), which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.apply. 106

Replacement of Banks. (x) Upon If any Bank becomes a Defaulting Bank 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 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c1.10(c), Section 1.11(d), Section 2.05 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower Borrowers increased costs which are material in amount and are in excess of those being generally charged by the other Banks or (yz) as provided in Section 12.12(b13.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower Borrowers shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costreplacement, to either replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee Transferee or Assignees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the “"Replacement Bank”") reasonably acceptable to the Administrative Agent and each Letter of Credit Issuer; Agent, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b13.04(b) (and with all fees payable pursuant to said Section 12.04(b13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Revolving Loan Commitments 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 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) the respective Letter of Credit Issuer BTCo an amount equal to such Replaced Bank’s '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 Replaced Bank) of (1) any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect and (2) any portion of any Swingline Loan for which BTCo has given a notice of a Mandatory Borrowing pursuant to any Letter of Credit issued by Section 1.01(c) and such Letter of Credit Issuer Replaced Bank has not provided a Revolving Loan which it was obligated to provide to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower Borrowers owing to the Replaced Bank (other than those (a) specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paidpaid or (b) relating to any Revolving Loans and/or Revolving Loan Commitments of the respective Replaced Bank which will remain outstanding after giving effect to the respective replacement) 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 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of an the appropriate Revolving Note executed by the BorrowerBorrowers, (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, 1.122.06, 2.054.04, 4.04 and, 12.0113.01 and 13.06), 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 replacementreplacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks).

Replacement of Banks. (x) Upon If any Bank becomes a Defaulting Bank, (y) upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c1.10(c), Section 1.11(d1.10(d), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the any Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or (y) as provided in Section 12.12(bz) in the case of certain refusals a refusal by a Bank to consent to certain a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required BanksBanks as provided in Section 12.12(b), the U.S. Borrower shall have the right, if no Default payment Default, or Event of Default Default, then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costexists, to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee Transferee or Assignees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the “"Replacement Bank”") reasonably acceptable to the Administrative Agent and each Letter of Credit Issuer; Agent, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, 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 all of the Commitment and Commitments, outstanding Loans and Indemnity Participations (if applicable) 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 3.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 's A RL 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any a Letter of Credit issued by such Letter of Credit Issuer it to the extent such amount was not theretofore funded by such Replaced Bank and (z) BTCo an amount equal to the sum of (I) such Replaced Bank's A RL Percentage of any A RL Mandatory Borrowing to the extent same was not theretofore funded by such Replaced Bank, (II) such Replaced Bank's B RL Percentage of any B RL Mandatory Borrowing to the extent same was not theretofore funded by such Replaced Bank and (III) the amount (if any) owing by such Replaced Bank under Section 1.14 at such time, and (ii) all obligations (including, without limitation, all such amounts, if any, owing under Sections 1.10, 1.11, 2.05 and 12.01) of the Borrower all Borrowers 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 above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 7.13 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of an the appropriate Note or Notes executed by the Borrowerrelevant Borrowers, (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 1.11, 1.12, 2.05, 4.04 and, 12.01)Agreement, which shall survive as to such Replaced Bank and (y) Annex I hereto shall be deemed modified to reflect the Percentages changed Commitments (and/or outstanding Term Loans, as the case may be) and Indemnity Amounts (if applicable) resulting from the assignment from the Replaced Bank to the Replacement Bank. In connection with any replacement of Banks pursuant to, and as contemplated by, this Section 1.13, the German Borrower hereby irrevocably authorizes the U.S. Borrower to take all necessary action, in the name of the German Borrower, as described above in this Section 1.13 in order to effect the replacement of the respective Bank or Banks shall be automatically adjusted at such time to give effect to such replacementin accordance with the preceding provisions of this Section 1.13.

Replacement of Banks. (x) Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c1.10(c), Section 1.11(d), Section 2.05 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or becoming incapable of making Eurodollar Loans, (y) as provided in Section 12.12(bif a Bank becomes a Defaulting Bank and/or (z) in the case of certain refusals a refusal by a Bank to consent to certain a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required BanksBanks as provided in Section 12.12(b), the Borrower shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costexists, to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee or Assignees (collectively, the “Replacement Bank”) Transferees reasonably acceptable to the Administrative Agent and each Letter Agent, none of Credit Issuer; provided whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank" ), PROVIDED that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment 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 all of 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 (AI) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (BII) 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 (CIII) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and 3.01, (y) y the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 's Adjusted RC Percentage (for this purpose, determined as if the adjustment described in clause (yB) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer 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 Adjusted RC Percentage (for this purpose, determined as if the adjustment described in clause (B) of the succeeding sentence had been made with respect to such Replaced Bank) of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank and (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 Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment Agreements, 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 an the appropriate Revolving Note executed by the Borrower, (xA) 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 applicable to the Replaced Bank under this Agreement (including, without limitation, Sections 1.11, 1.12, 2.05, 4.04 and, 12.01)Agreement, which shall survive as to such Replaced Bank and (yB) in the Percentages case of a replacement of a Defaulting Bank, the Adjusted RC Percentage of the Banks shall be automatically adjusted at such time to give effect to such replacementreplacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks).

Replacement of Banks. (x) Upon If any Bank becomes a Defaulting Bank, (y) upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c), Section 1.11(d1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or (y) as provided in Section 12.12(bz) in the case of certain refusals a refusal by a Bank to consent to certain a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required BanksBanks as provided in Section 12.12(b), the Borrower shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement andor, in the case of a Bank described in clause (xz) above, would exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costreplacement, to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee Transferee or Assignees Eligible Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the “"Replacement Bank”") and each of whom shall be reasonably acceptable to the Administrative Agent and each Letter of Credit Issuer; Agent, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, 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 all of the Commitment Commitments and outstanding Loans of, and in each case participations in Letters of Credit and Swingline Loans 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 3.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 's Revolving 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 Replaced Bank) of any Unpaid Drawing relating to a Letter of Credit (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued the extent such amount was not theretofore funded by such Letter Replaced Bank and (z) Chase an amount equal to such Replaced Bank's Revolving Percentage of Credit Issuer any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank, and (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 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 above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 7.13 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of an 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 1.11, 1.12, 2.05, 4.04 and, 12.01)Agreement, which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacementBank.

Replacement of Banks. (xa) Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii(i) or (iii), Section 1.11(c), Section 1.11(d), Section 2.05 or Section 4.04 with respect to If any Bank which results becomes a Defaulting Bank or otherwise defaults in such its obligations to make Loans or fund Unpaid Drawings, (ii) if any Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or (y) as provided in Section 12.12(b) in the case of certain refusals by a Bank refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 13.12(b) or (iii) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii), (iii) or (iv), Section 1.10(c), Section 1.10(d), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to any Borrower increased costs in excess of those being generally charged by the other Banks, the such Borrower shall have the right, in accordance with the requirements of Section 13.04(b), if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costreplacement, to replace such Bank (the “"Replaced Bank”") with one an Eligible Transferee or more other Eligible Assignee or Assignees Transferees, none of which shall constitute a Defaulting Bank at the time of such replacement (collectively, the “"Replacement Bank”) "), reasonably acceptable to the Administrative Agent and each Letter of Credit Issuer; the Issuing Bank, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b13.04(b) (and with all fees the assignment fee payable pursuant to said Section 12.04(b13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments 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) the respective Letter of Credit Issuer Issuing Bank an amount equal to such Replaced Bank’s 's Revolving 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, Bank and (ii) all obligations of the Borrower Borrowers 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 Agreements, 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 an appropriate Note 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 1.11, 1.12, 2.05, 4.04 and, 12.01), which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.

Replacement of Banks. (a) (x) Upon the occurrence of If any event giving rise Bank (i) becomes a Defaulting Bank or otherwise defaults in its obligations to the operation of Section 1.11(a)(ii) make Revolving Loans or (iii), Section 1.11(c), Section 1.11(d), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or (yii) as provided in Section 12.12(b) in the case of certain refusals by a Bank refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b) or (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c) or Section 3.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks, the Borrower shall have the right, in accordance with the requirements of Section 12.04(b), if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costreplacement, to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee Transferee or Assignees (collectively, the “Replacement Bank”) Transferees reasonably acceptable to the Administrative Agent and each Letter Agent, none of Credit Issuer; whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank"), provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replaced Bank and 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 entire Commitment and all of the Commitment and outstanding 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 (A1) 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 Bank at such time and (C2) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, 2.01 and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above of this proviso 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 Agreements, 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 an appropriate Note 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 1.11, 1.12, 2.05, 4.04 and, 12.01), which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.

Replacement of Banks. (x) Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c), Section 1.11(d), Section 2.05 ) or Section 4.04 3.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or Banks, and/or (y) as provided in Section 12.12(b) in the case of certain refusals a refusal by a Bank to consent to certain a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks or Super Majority Banks, as the case may be, as provided in Section 11.12, the Borrower shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costexists, to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee transferee or Assignees transferees who shall be acceptable to the Agent (collectively, the “"Replacement Bank”") reasonably acceptable to the Administrative Agent and each Letter of Credit Issuer; Agent, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to Section 12.04(b11.04(b) (and with all fees payable pursuant to said Section 12.04(b11.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding 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 Loans of the Replaced Bank, Bank and (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) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, 2.01 and (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 Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment AgreementsAgreement, 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 an the appropriate Note 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 applicable to the Replaced Bank under this Agreement (including, without limitation, Sections 1.11, 1.12, 2.05, 4.04 and, 12.01)Agreement, which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacementBank.

Replacement of Banks. (x) Upon If any Bank becomes a Defaulting Bank 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 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c), Section 1.11(d1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower Company increased costs which are material in amount and are in excess of those being generally charged by the other Banks Banks, or (yz) as provided in Section 12.12(b13.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower Company shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costexists, to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee or Assignees Transferees, none of which shall constitute a Defaulting Bank at the time of such replacement (collectively, the “"Replacement Bank”") reasonably acceptable to the Administrative Agent and each Letter of Credit IssuerAgent; provided that (i) at the time of any replacement pursuant to this Section 1.141.12, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b13.04(b) (and with all fees payable pursuant to said Section 12.04(b13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments (and related Canadian Sub-Commitments, if any) and outstanding Loans of, and participations in each case participation 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 (including the Face Amount of any outstanding Bankers' Acceptances) 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) the respective Letter of Credit Issuer BTCo an amount equal to such Replaced Bank’s '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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower Borrowers 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 replacementreplacement and (iii) if the respective Replaced Bank has a related Canadian Bank, or if the Replaced Bank is a Canadian Bank which has a related Bank, all of the actions specified above in this Section 1.12 shall be taken with respect to both the respective Bank and Canadian Bank (who shall be treated collectively as a Replaced Bank). Upon the execution of the respective Assignment and Assumption Agreements, 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 an the appropriate Note or Notes executed by the Borrowerrespective Borrowers, (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 1.11, 1.12, 2.05, 4.04 and, 12.01)Agreement, which shall survive as to such Replaced Bank and (y) the Adjusted Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacementreplacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks).

Replacement of Banks. (x) Upon If any Bank becomes a Defaulting Bank, (y) upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c), Section 1.11(d1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or (y) as provided in Section 12.12(bz) in the case of certain refusals a refusal by a Bank to consent to certain a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required BanksBanks as provided in Section 12.12(b), the Borrower shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement andor, in the case of a Bank described in clause (xz) above, would exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costreplacement, to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee Transferee or Assignees Eligible Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the “"Replacement Bank”") and each of whom shall be reasonably acceptable to the Administrative Agent and each Letter of Credit Issuer; provided Agent, PROVIDED that (i) at the time of any replacement pursuant to this Section 1.141.13, 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 all of the Commitment Commitments and outstanding Loans of, and in each case participations in Letters of Credit and Swingline Loans 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 3.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 's Revolving 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 Replaced Bank) of any Unpaid Drawing relating to a Letter of Credit (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued the extent such amount was not theretofore funded by such Letter Replaced Bank and (z) Chase an amount equal to such Replaced Bank's Revolving Percentage of Credit Issuer any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank, and (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 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 above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 7.13 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of an 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 1.11, 1.12, 2.05, 4.04 and, 12.01)Agreement, which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacementBank.

Replacement of Banks. (a) (x) Upon the occurrence of If any event giving rise to the operation of Section 1.11(a)(iiBank (i) becomes a -------------------- Defaulting Bank or (iii), Section 1.11(c), Section 1.11(d), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or (yii) as provided in Section 12.12(b) in the case of certain refusals by a Bank refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as (and to the extent) provided in Section 13.12(b), or (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c) or Section 3.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks, the Borrower shall have the right, in accordance with the requirements of Section 13.04(b), if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costreplacement, to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee or Assignees (collectively, the “Replacement Bank”) Transferees reasonably acceptable to the Administrative Agent and each Letter Agent, none of Credit Issuer; whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank"), provided that (i) at the time of any -------- replacement pursuant to this Section 1.141.13, the Replaced Bank and the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b13.04(b) (and with all fees payable pursuant to said Section 12.04(b13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments and all of the outstanding 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 (A1) 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 Bank at such time and (C2) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, 2.01 and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those specifically described in clause (i) above of this proviso 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 Agreements, 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 an appropriate Note 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 1.11, 1.12, 2.05, 4.04 and, 12.01), which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.

Replacement of Banks. (x) Upon If any Bank becomes a Defaulting Bank, (y) upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c), Section 1.11(d1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or (y) as provided in Section 12.12(bz) in the case of certain refusals a refusal by a Bank to consent to certain a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required BanksBanks as provided in Section 12.12(b), the Borrower shall have the right, if no Default payment or bankruptcy Default, or no Event of Default Default, then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costexists, to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee Transferee or Assignees Transferees reasonably acceptable to the Agent, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the “"Replacement Bank”) reasonably acceptable to the Administrative Agent and each Letter of Credit Issuer; "), provided that (i) at the time of any replacement pursuant to this Section 1.141.13, 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 all of the Revolving Loan Commitment and outstanding Revolving 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 Revolving 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 3.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 's 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued to the extent such amount was not theretofore funded by such Letter Replaced Bank and (z) BTCo an amount equal to such Replaced Bank's Percentage of Credit Issuer 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 amounts, 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 above, recordation of the assignment on the Register by the Agent pursuant to Section 7.12 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of an the appropriate Revolving Note or Revolving 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 1.11, 1.12, 2.05, 4.04 and, 12.01)Agreement, which shall survive as to such Replaced Bank and (y) the Percentages of the Banks Annex I shall be automatically adjusted at such time deemed modified to give effect reflect the changed Revolving Loan Commitments resulting from the assignment from the Replaced Bank to such replacementthe Replacement Bank.

Replacement of Banks. (xa) Upon If any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (b) upon the occurrence of any an event giving rise to the operation of Section 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c), Section 1.11(d), Section 2.05 1.10(c) or Section 4.04 3.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are materially in excess of those being generally charged by the other Banks or (y) as provided in Section 12.12(bc) in the case of certain refusals a refusal by a Bank to consent to certain one or more proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required BanksBanks as (and to the extent) provided in Section 12.12(b), the Borrower shall have the right, if no Default or Event of Default then exists (or, in the case of preceding clause (c), no Default or Event of Default will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costreplacement), to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee Transferees (it being acknowledged that the Replaced Bank shall be under no obligation to identify or Assignees (collectivelysecure the commitment of such Eligible Transferee or assist in identifying or securing the commitment of such Eligible Transferee), none of whom shall constitute a Defaulting Bank at the “Replacement Bank”) time of such replacement and each of whom shall be reasonably acceptable to the Administrative Agent and each Letter of Credit Issuer; (collectively, the "Replacement Bank"), provided that (i1) at the time of any replacement pursuant to this Section 1.141.13, 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 all of the Commitment and outstanding 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 (Ai) 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 Bank and (Cii) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, and (ii2) all obligations of the Borrower due and owing to the Replaced Bank at such time (other than those specifically described in clause (i1) 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 Agreementsand Assumption Agreement, the payment of amounts referred to in clauses (i1) and (ii2) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of an 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, 1.123.04, 2.05, 4.04 and, 11.06 and 12.01), which shall survive as to such Replaced Bank and (y) Bank. Replacements pursuant to this Section 1.13 shall only be effected by assignments which otherwise meet the Percentages applicable requirements of the Banks shall be automatically adjusted at such time to give effect to such replacementSection 12.04(b).

Replacement of Banks. (x) Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c1.10(c), Section 1.11(d), Section 2.05 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or becoming incapable of making Eurodollar Loans, (y) if a Bank becomes a Defaulting Bank and/or (z) as provided in Section 12.12(b) ), in the case of certain refusals a refusal by a Bank to consent to certain a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks, the Borrower shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costexists, to replace such Bank (the “Replaced Bank”"REPLACED BANK") with one or more other Eligible Assignee Transferee or Assignees (collectively, the “Replacement Bank”) Eligible Transferees reasonably acceptable to the Administrative Agent and each Letter Agent, none of Credit Issuerwhich Eligible Transferees shall constitute a Defaulting Bank at the time of such replacement (collectively, the "REPLACEMENT BANK"); provided PROVIDED, HOWEVER, that (i) at the time of any replacement pursuant to this Section 1.141.13, 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 all of the Commitment Commitments 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 3.01, and (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 's 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, and (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 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 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of an appropriate a Note 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 applicable to the Replaced Bank under this Agreement (including, without limitation, Sections 1.11, 1.12, 2.05, 4.04 and, 12.01)Agreement, which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacementBank. SECTION 2.

Replacement of Banks. (x) Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c1.10(c), Section 1.11(d), Section 2.05 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or becoming incapable of making Eurodollar Loans, (y) as provided in Section 12.12(bif a Bank becomes a Defaulting Bank and/or (z) in the case of certain refusals a refusal by a Bank to consent to certain a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required BanksBanks as provided in Section 12.12(b), the Borrower shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costexists, to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee Transferee or Assignees (collectively, the “Replacement Bank”) Transferees reasonably acceptable to the Administrative Agent and each Letter Agent, none of Credit Issuer; whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank"), provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment 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 all of the Commitment Commitments and outstanding 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 (AI) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank, (BII) 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 (CIII) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and 3.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 's Adjusted RC Percentage (for this purpose, determined as if the adjustment described in clause (yii) of the immediately succeeding sentence had been made with respect to such Replaced Bank) 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 and (z) BTCo an amount equal to such Replaced Bank's Adjusted RC Percentage (for this purpose, determined as if the adjustment described in clause (ii) of the succeeding sentence had been made with respect to such Replaced Bank) of any Letter of Credit issued by such Letter of Credit Issuer Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank, and (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 Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment Agreements, 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 an the appropriate Note or Notes executed by the Borrower, (xA) 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 applicable to the Replaced Bank under this Agreement (including, without limitation, Sections 1.11, 1.12, 2.05, 4.04 and, 12.01)Agreement, which shall survive as to such Replaced Bank and (yB) in the Percentages case of a replacement of a Defaulting Bank, the Adjusted RC Percentage of the Banks shall be automatically adjusted at such time to give effect to such replacementreplacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks).

Replacement of Banks. (x) Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c1.10(c), Section 1.11(d), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or (y) such Bank becoming incapable of making Eurodollar Loans, as provided in Section 12.12(b) ), or in the case of certain refusals a refusal by a Bank to consent to certain a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks, the Borrower shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costexists, to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee Transferee or Assignees (collectively, the “Replacement Bank”) Transferees reasonably acceptable to the Administrative Agent and each Letter of Credit Issuer; (collectively, the "Replacement Bank"), provided that (i) at the time of any replacement pursuant to this Section 1.141.13, 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 all of the Commitment Commitments and outstanding Loans of, and in each case participations in Letters of Credit transferred 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 3.01, and (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 's 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, and (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 Replaced Bank concurrently with such replacementreplacement and such Replaced Bank shall promptly return all canceled Notes to Borrower. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above above, and, if so requested by the Replacement Bank, delivery to the Replacement Bank of an appropriate Note 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 applicable to the Replaced Bank under this Agreement (including, without limitation, Sections 1.11, 1.12, 2.05, 4.04 and, 12.01)Agreement, which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacementas described herein.

Replacement of Banks. (xa) Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii(i) or (iii), Section 1.11(c), Section 1.11(d), Section 2.05 or Section 4.04 with respect to If any Bank which results defaults in such its obligations to make Loans, (ii) if any Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or (y) as provided in Section 12.12(b) in the case of certain refusals by a Bank refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required BanksBanks as provided in Section 12.12(b) or (iii) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c) or Section 3.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs, the Borrower shall have the right, in accordance with the requirements of Section 12.04(b), if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costreplacement, to replace such Bank (the “"Replaced Bank”") with one an Eligible Transferee or more other Eligible Assignee or Assignees Transferees (collectively, the “"Replacement Bank”) "), reasonably acceptable to the Administrative Agent and each Letter of Credit Issuer; provided Agent, PROVIDED that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees the assignment fee payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment and or the outstanding 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 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) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, and (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 Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment Agreements, 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 an appropriate Note 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 1.11, 1.12, 2.05, 4.04 and, 12.01), which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.

Replacement of Banks. (x) Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii) or (iii), Section 1.11(c), Section 1.11(d), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the any Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or (y) as provided in Section 12.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower Company shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased cost, to replace such Bank (the “Replaced Bank”) with one or more other Eligible Assignee or Assignees (collectively, the “Replacement Bank”) reasonably acceptable to the Administrative Agent and each Letter of Credit Issuer; provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more Assignment 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 all of the Commitment and outstanding 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 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) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the any 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 Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment Agreements, 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 an one or more appropriate Note Notes executed by the Borrowerapplicable Borrowers, (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 1.11, 1.12, 2.05, 4.04 and, 12.01), which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.

Replacement of Banks. (x) Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c1.10(c), Section 1.11(d), Section 2.05 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or becoming incapable of making Eurodollar Loans, (y) if a Bank becomes a Defaulting Bank and/or (z) as provided in Section 12.12(b) ), in the case of certain refusals a refusal by a Bank to consent to certain a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks, the Borrower shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costexists, to replace such Bank (the “Replaced Bank”"REPLACED BANK") with one or more other Eligible Assignee Transferee or Assignees (collectively, the “Replacement Bank”) Eligible Transferees reasonably acceptable to the Administrative Agent and each Letter Agent, none of Credit Issuerwhich Eligible Transferees shall constitute a Defaulting Bank at the time of such replacement (collectively, the "REPLACEMENT BANK"); provided PROVIDED, HOWEVER, that (i) at the time of any replacement pursuant to this Section 1.141.13, 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 all of the Commitment Commitments 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 3.01, and (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 's 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, and (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 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 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of an appropriate a Note 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 applicable to the Replaced Bank under this Agreement (including, without limitation, Sections 1.11, 1.12, 2.05, 4.04 and, 12.01)Agreement, which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacementBank.

Replacement of Banks. (x) Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c1.10(c), Section 1.11(d), Section 2.05 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or becoming incapable of making Eurodollar Loans, (y) if a Bank becomes a Defaulting Bank and/or (z) as provided in Section 12.12(b) ), in the case of certain refusals a refusal by a Bank to consent to certain a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks, the Borrower shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costexists, to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee Transferee or Assignees (collectively, the “Replacement Bank”) Transferees reasonably acceptable to the Administrative Agent and each Letter Agent, none of Credit Issuer; which Transferees shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank"), provided that (i) at the time of any replacement pursuant to this Section 1.141.13, 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 all of the Commitment Commitments 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 3.01, and (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 's 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, and (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 Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment Agreements, 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 an appropriate Note 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 1.11, 1.12, 2.05, 4.04 and, 12.01), which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.0000DSZS.W51

Replacement of Banks. (xa) Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii(i) or (iii), Section 1.11(c), Section 1.11(d), Section 2.05 or Section 4.04 with respect to If any Bank which results becomes a Defaulting Bank or otherwise defaults in such its obligations to make Loans or fund Unpaid Drawings, (ii) if any Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or (y) as provided in Section 12.12(b) in the case of certain refusals by a Bank refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required BanksBanks as provided in Section 13.12(b) or (iii) 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 which results in such Bank charging to the Borrower increased costs, the Borrower shall have the right, in accordance with the requirements of Section 13.04(b), if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costreplacement, to replace such Bank (the “"Replaced Bank”") with one an Eligible Transferee or more other Eligible Assignee or Assignees Transferees, none of which shall constitute a Defaulting Bank at the time of such replacement (collectively, the “"Replacement Bank”) "), reasonably acceptable to the Administrative Agent and each Letter of Credit Issuer; provided the Issuing Bank, PROVIDED that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b13.04(b) (and with all fees the assignment fee payable pursuant to said Section 12.04(b13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments 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 3.01, (y) the respective Letter of Credit Issuer Issuing Bank an amount equal to such Replaced Bank’s 's Revolving 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank and (z) the Swingline Bank, any portion of a Mandatory Borrowing that the Replaced Bank failed to fund and (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 Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment Agreements, 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 an appropriate Note 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 1.11, 1.12, 2.05, 4.04 and, 12.01), which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.

Replacement of Banks. (x) Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c), Section 1.11(d), Section 2.05 1.10(c) or Section 4.04 3.04 with respect to any Bank which results in such Bank charging to the Borrower Borrowers increased costs which are material in amount and are in excess of those being generally charged by the other Banks or (y) as provided in Section 12.12(b13.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower Borrowers shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costreplacement, to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee Transferee or Assignees Transferees (collectively, the “"Replacement Bank”") reasonably acceptable to the Administrative Agent and each Letter of Credit Issuer; Agent, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b13.04(b) (and with all fees payable pursuant to said Section 12.04(b13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Term Loan Commitment and outstanding Term 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 Term Loans of the Replaced Bank, Bank and (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) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank2.01, and (ii) all obligations of the Borrower Borrowers 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 above, the recordation of the assignment on the Register by the Agent pursuant to Section 13.17 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of an the appropriate Term Note or Term Notes executed by the BorrowerBorrowers, (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 1.11, 1.12, 2.05, 4.04 and, 12.01), which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.with-

Replacement of Banks. (x) Upon If any Bank becomes a Defaulting Bank 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 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c), Section 1.11(d1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks Banks, or (yz) as provided in Section 12.12(b13.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costreplacement, to either replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee Transferee or Assignees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the “"Replacement Bank”") reasonably acceptable to the Administrative Agent and each Letter of Credit Issuer; Agent, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b13.04(b) (and with all fees payable pursuant to said Section 12.04(b13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments 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 (without duplication) 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) the respective Letter of Credit Issuer Issuing Bank an amount equal to such Replaced Bank’s '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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, and (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 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 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of an 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 1.11, 1.12, 2.05, 4.04 and, 12.01), which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.shall

Replacement of Banks. (x) Upon If any Bank becomes a Defaulting -------------------- Bank or otherwise defaults in its obligations to make Loans, (y) upon the occurrence of any an event giving rise to the operation of Section 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c1.10(c), Section 1.11(d), Section 2.05 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or (y) as provided in Section 12.12(bz) in the case of certain refusals a refusal by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required BanksBanks as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right, if no Default or Event of Default then exists (or, in the case of preceding clause (z), no Default or Event of Default will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costreplacement), to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee or Assignees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the “"Replacement Bank”") and each of whom shall be required to be reasonably acceptable to the Administrative Agent and each Letter of Credit Issuer; Agent, provided that (i) at the time -------- of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b13.04(b) (and with all fees payable pursuant to said Section 12.04(b13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of 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 (AI) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (BII) 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 (CIII) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and 3.01, (y) the respective Letter of Credit Issuer Issuing Bank an amount equal to such Replaced Bank’s 's RL 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank to the Issuing Bank and (z) the Swingline Bank an amount equal to such Replaced Bank, 's RL Percentage of any Mandatory Borrowings to the extent such amount was not theretofore funded by such Replaced Bank to the Swingline 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 Agreementsand 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 an the appropriate Revolving Note 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 as to the events occurring prior to the date of replacement (including, without limitation, Sections 1.10, 1.11, 1.122.06, 2.054.04, 4.04 and, 12.0112.06 and 13.01), which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacementBank.

Replacement of Banks. (x) Upon If any Bank becomes a Defaulting Bank, (y) upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c), Section 1.11(d1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or (y) as provided in Section 12.12(bz) in the case of certain refusals a refusal by a Bank to consent to certain a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required BanksBanks as provided in Section 12.12(b), the Borrower shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement andor, in the case of a Bank described in clause (xz) above, would exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costreplacement, to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee Transferee or Assignees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the “"Replacement Bank”") reasonably acceptable to the Administrative Agent and each Letter of Credit Issuer; provided Agent, PROVIDED, that (i) at the time of any replacement pursuant to this Section 1.141.13, 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 all of the Commitment Commitments 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 3.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 's RL 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any a Letter of Credit issued by such Letter of Credit Issuer 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 RL 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 amounts, if any, owing under Section 1.11) 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 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 above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 7.12 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of an 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 1.11, 1.12, 2.05, 4.04 and, 12.01)Agreement, which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacementBank.

Replacement of Banks. (x) Upon If any Bank becomes a Defaulting Bank, (y) upon the occurrence of any event (other than an event affecting only Local Currency Loans) giving rise to the operation of Section 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c), Section 1.11(d1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Company or any other Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks having Loans to the same Borrower or (y) as provided in Section 12.12(bz) in the case of certain refusals a refusal by a Bank to consent to certain a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required BanksBanks as provided in Section 12.12(b), the Borrower Company shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement andor, in the case of a Bank described in clause (xz) above, would exist after giving effect to such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costreplacement, to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee Transferee or Assignees Eligible Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the “"Replacement Bank”") and each of whom shall be reasonably acceptable to the Administrative Agent and each Letter of Credit IssuerAgent; provided that (i) at the time of any replacement pursuant to this Section 1.141.13, 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 all of the Commitment Commitments and outstanding Loans (other than outstanding Local Currency Loans) of, and in each case participations in Letters of Credit and Swingline Loans 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 (other than outstanding Local Currency 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 3.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 's Revolving 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 Replaced Bank) of any Unpaid Drawing (or, with respect to Local Letters of Credit, the U.S. Dollar Amount of such Unpaid Drawing) relating to a Letter of Credit (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued the extent such amount was not theretofore funded by such Letter Replaced Bank and (z) the Administrative Agent an amount equal to such Replaced Bank's Revolving Percentage of Credit Issuer any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower Borrowers owing to the Replaced Bank (other than (A) those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paidpaid and (B) any outstanding Local Currency Loans of the Replaced Bank, which shall remain with the Replaced Bank and be paid when due by the applicable Borrowers) 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 above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 12.04 (c) and, if so requested by the Replacement Bank, delivery to the Replacement Bank of an the appropriate Note or Notes executed by the Borrowerapplicable Borrowers, (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 1.11, 1.12, 2.05, 4.04 and, 12.01)and any outstanding Local Currency Loans held by the Replaced Bank, which shall survive as to such Replaced Bank and (y) on the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacementterms specified herein.

Replacement of Banks. (x) Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c1.10(c), Section 1.11(d), Section 2.05 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or becoming incapable of making Eurodollar Loans, (y) as provided in Section 12.12(bif a Bank becomes a Defaulting Bank and/or (z) in the case of certain refusals a refusal by a Bank to consent to certain a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required BanksBanks as provided in Section 12.12(b), the Borrower shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costexists, to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee Transferee or Assignees (collectively, the “Replacement Bank”) Transferees reasonably acceptable to the Administrative Agent and each Letter Agent, none of Credit Issuer; whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank"), provided that (i) at the time of any replacement pursuant to this Section 1.141.13, 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 all of the Commitment Commitments and outstanding 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 (AI) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank, (BII) 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 (CIII) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and 3.01, (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 's Adjusted Percentage (for this purpose, determined as if the adjustment described in clause (yii) of the immediately succeeding sentence had been made with respect to such Replaced Bank) 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 and (z) BTCo an amount equal to such Replaced Bank's Adjusted Percentage (for this purpose, determined as if the adjustment described in clause (ii) of the succeeding sentence had been made with respect to such Replaced Bank) of any Letter of Credit issued by such Letter of Credit Issuer Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank, and (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 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 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of an the appropriate Note or Notes executed by the Borrower, (xA) 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 applicable to the Replaced Bank under this Agreement (including, without limitation, Sections 1.11, 1.12, 2.05, 4.04 and, 12.01)Agreement, which shall survive as to such Replaced Bank and (yB) in the Percentages case of a replacement of a Defaulting Bank, the Adjusted Percentage of the Banks shall be automatically adjusted at such time to give effect to such replacementreplacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks).

Replacement of Banks. (x) Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c1.10(c), Section 1.11(d), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or such Bank becoming incapable of making Eurodollar Loans, (y) if a Bank becomes a Defaulting Bank and/or (z) as provided in Section 12.12(b) ), in the case of certain refusals a refusal by a Bank to consent to certain a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks, the Borrower shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costexists, to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee Transferee or Assignees (collectively, the “Replacement Bank”) Transferees reasonably acceptable to the Administrative Agent and each Letter Agent, none of Credit Issuer; which Transferees shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank"), provided that (i) at the time of any replacement pursuant to this Section 1.141.13, 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 all of the Commitment Commitments 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 3.01, and (y) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 's 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, and (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 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 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of an appropriate a Note 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 applicable to the Replaced Bank under this Agreement (including, without limitation, Sections 1.11, 1.12, 2.05, 4.04 and, 12.01)Agreement, which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacementas described herein.

Replacement of Banks. If (x) Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii) or (iii), Section 1.11(c), Section 1.11(d), Section 2.05 or Section 4.04 with respect to any Bank which results defaults in such Bank charging its obligations to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks make Loans or fund Unpaid Drawings, (y) as provided in Section 12.12(b) in the case of certain refusals by a any Bank refuses to give timely consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b) or (z) any Bank is owed increased costs under Section 1.10 (by virtue of the application of Section 1.11 or otherwise), Section 2.05 or Section 4.04 which in the judgment of the Borrower are material in amount and which are not otherwise requested by Banks constituting at least the Super-Majority Banks, the Borrower shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (xz) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee Transferee or Assignees Transferees (collectively, the “"Replacement Bank”") reasonably acceptable to with the consent of the Administrative Agent and each Letter of Credit Issuer; provided Agent, which consent shall not be unreasonably withheld or delayed, PROVIDED that (i) at the time of any replacement pursuant to this Section 1.141.13, 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 all of the Commitment and outstanding 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 (Aa) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank, (Bb) an amount equal to such Replaced Bank's BRL Percentage of 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 (Cc) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 hereof and (y) the respective Letter of Credit Issuer appropriate Issuing Bank an amount equal to such Replaced Bank’s 's BRL 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, Bank and (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 Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment Agreementsassignment documentation, 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 an the appropriate Note 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 1.11, 1.12, 2.05, 4.04 and, 12.01)Agreement, which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacementBank.

Replacement of Banks. (xa) Upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii(i) or (iii), Section 1.11(c), Section 1.11(d), Section 2.05 or Section 4.04 with respect to If any Bank which results in such becomes a Defaulting Bank, (ii) if any Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or (y) as provided in Section 12.12(b) in the case of certain refusals by a Bank refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks or (iii) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(d), Section 1.11, Section 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks, the Borrower shall have the right, in accordance with the requirements of Section 12.04(b), if no Default or Event of Default then exists or will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costreplacement, to replace such Bank (the “"Replaced Bank”") hereunder with one an Eligible Transferee or more other Eligible Assignee or Assignees Transferees, none of which shall constitute a Defaulting Bank at the time of such replacement (collectively, the “"Replacement Bank”) "), reasonably acceptable to the Administrative Agent and each Letter of Credit Issuer; provided Agent, PROVIDED that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment Agreements pursuant to Section 12.04(b) (and with all fees the assignment fee payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment and outstanding 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 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) the respective Letter of Credit Issuer an amount equal to such Replaced Bank’s 's 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank, Bank and (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 Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment Agreements, 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 an appropriate Note 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 1.11, 1.12, 2.05, 4.04 and, 12.01), which shall survive as to such Replaced Bank and (y) the Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.

Replacement of Banks. (x) Upon If any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) upon the occurrence of any an event giving rise to the operation of Section 1.11(a)(ii1.10(a)(ii) or (iii), Section 1.11(c1.10(c), Section 1.11(d), Section 2.05 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs which are material in amount and are in excess of those being generally charged by the other Banks or (y) as provided in Section 12.12(bz) in the case of certain refusals a refusal by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required BanksBanks as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right, if no Default or Event of Default then exists or (or, in the case of preceding clause (z), no Event of Default will exist immediately after giving effect to the respective replacement and, in the case of a Bank described in clause (x) above, such Bank has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which is not material) such increased costreplacement), to replace such Bank (the “"Replaced Bank”") with one or more other Eligible Assignee or Assignees Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the “"Replacement Bank”") and each of whom shall be required to be reasonably acceptable to the Administrative Agent and each Letter of Credit Issuer; Agent, provided that (i) at the time of any replacement pursuant to this Section 1.141.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b13.04(b) (and with all fees payable pursuant to said Section 12.04(b13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitment Commitments 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 (AI) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank, (BII) 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 (CIII) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and 3.01, (y) the respective Letter of Credit Issuer Issuing Bank an amount equal to such Replaced Bank’s 's RL 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 Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to any Letter of Credit issued by such Letter of Credit Issuer to the extent such amount was not theretofore funded by such Replaced Bank to such Issuing Bank and (z) the Swingline Bank an amount equal to such Replaced Bank, 's RL Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank to the Swingline 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 Agreementsand 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 an 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, 1.122.06, 2.054.04, 4.04 and, 12.0112.06 and 13.01), which shall survive as to such Replaced Bank and (y) with respect to any liabilities incurred by such Replaced Bank relating to periods prior to the Percentages of the Banks shall date such Replaced Bank ceased to be automatically adjusted at such time to give effect to such replacementa Bank hereunder.