Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it may determine at its sole discretion. Each Lender may, if it so elects, fulfill its commitment to make the Term Loan by causing any branch or Affiliate of such Lender to make such Loan; provided that in such event for the purposes of this Agreement (other than [Section 3.1]) such Loan shall be deemed to have been made by such Lender and the obligation of Borrower to repay such Loan shall nevertheless be to such Lender and shall be deemed held by it, to the extent of such Loan, for the account of such branch or Affiliate.

Discretion of Lender as to Manner of Funding. Notwithstanding any provision of this Agreement to the contrary, Lender shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit. It being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if Lender had actually funded and maintained each LIBOR Loan during each Interest Period for such Loan through the purchase of deposits having a maturity corresponding to such Interest Period and bearing an interest rate equal to the LIBOR Rate for such Interest Period.

Discretion of Banks as to Manner of Funding. Notwithstanding any provision contained in this Agreement to the contrary, each Bank shall be entitled to fund and maintain its funding of all or any part of its LIBOR Loans in any manner it elects, it being understood, however, that for purposes of this Agreement all determinations hereunder (including, without limitation, the determination of each Bank’s funding losses and expenses under [Section 2.10]) shall be made as if such Bank had actually funded and maintained each LIBOR Loan through the purchase of deposits having a maturity corresponding to the maturity of the applicable Interest Period relating to the applicable LIBOR Loan and bearing an interest rate equal to the applicable LIBOR Rate.

Substitution of Banks. If # the obligation of any Bank to make LIBOR Loans has been suspended pursuant to [Section 2.12], # any Bank has demanded compensation under [Sections 2.13] and/or 2.15 or payments from Borrower under [Section 2.20] or # any Bank becomes a Defaulting Bank or Non-Consenting Bank (in each case, an “Affected Bank”), the Borrower shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, [Section 9.09]), seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) (each a “Purchasing Bank”) to purchase the Loan and Note, if any, and assume the Commitment of such Affected Bank. The Affected Bank shall be obligated to sell its Loan and Note, if any, and assign all of its interests, rights (other than its existing rights to payments pursuant to [Sections 2.13, 2.15 or 2.20]0]0]) and obligations under the Transaction Documents to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from the Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Loan, plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under [Section 2.10] if the Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, # the Borrower shall pay to the Affected Bank the sum of # all fees accrued for its account under this Agreement to but excluding the date of such sale, and # any additional compensation accrued for its account under [Sections 2.13] and/or 2.15 to but excluding the date of such sale, # in the case of such assignment resulting from a request for compensation under [Sections 2.13] and/or 2.15 or payment required to be made under [Section 2.20], such assignment will result in a reduction of such compensation or payments thereafter, # in the case of an assignment resulting from a Bank becoming a Non- Consenting Bank, the applicable assignee shall have consented to the applicable waiver, consent or amendment and # such assignment does not conflict with applicable Requirements of Law. Upon such sale, # the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s Loans and the Affected Bank shall be released from its obligations under this Agreement to a corresponding extent and # the Affected Bank, as assignor, such Purchasing Bank, as assignee, the Borrower and the Administrative Agent shall enter into an Assignment and Assumption Agreement in accordance with [Section 9.09(c)], whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all the rights and obligations of a Bank with a Loan in an amount equal to the Loans of the Affected Bank. In connection with any assignment pursuant to this Section, the Borrower shall pay to the Administrative Agent the administrative fee of $3,500 for processing such assignment referred to in [Section 9.09(c)]. Upon the consummation of any sale pursuant to this [Section 2.19], the Affected Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Note.

Substitution of Banks. If # the obligation of any Bank to make LIBOR Loans has been suspended pursuant to [Section 2.12], # any Bank has demanded compensation under [Sections 2.13] and/or 2.15 or payments from Borrower under [Section 2.20] or # any Bank becomes a Defaulting Bank or Non-Consenting Bank (in each case, an “Affected Bank”), the Borrower shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, [Section 9.09]), seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) (each a “Purchasing Bank”) to purchase the Loan and Note, if any, and assume the Commitment of such Affected Bank. The Affected Bank shall be obligated to sell its Note and assign its Commitment to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from the Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount of such Note, plus unpaid interest accrued thereon up to but excluding the date of sale plus the amount of any compensation that would be due to the Affected Bank under [Section 2.10] if the Borrower had prepaid the outstanding LIBOR Loans of the Affected Bank on the date of such sale. In connection with any such sale, and as conditions thereof, # the Borrower shall pay to the Affected Bank the sum of # all fees accrued for its account under this Agreement to but excluding the date of such sale, and # any additional compensation accrued for its account under [Sections 2.13] and/or 2.15 to but excluding the date of such sale, # in the case of such assignment resulting from a request for compensation under [Sections 2.13] and/or 2.15 or payment required to be made under [Section 2.20], such assignment will result in a reduction of such compensation or payments thereafter, # in the case of an assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable waiver, consent or amendment and # such assignment does not conflict with applicable Requirements of Law. Upon such sale, # the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s Commitment and the Affected Bank shall be released from its obligations under this Agreement to a corresponding extent and # the Affected Bank, as assignor, such Purchasing Bank, as assignee, the Borrower and the Administrative Agent shall enter into an Assignment and Assumption Agreement in accordance with [Section 9.09(c)], whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all the rights and obligations of a Bank with a Commitment in an amount equal to the Commitment of the Affected Bank. In connection with any assignment pursuant to this Section, the Borrower shall pay to the Administrative Agent the administrative fee of $3,500 for processing such assignment referred to in [Section 9.09(c)]. Upon the consummation of any sale pursuant to this [Section 2.19], the Affected Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Note.

Discretion of Lenders as to Manner of Funding. Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained each LIBOR Loan during each Interest Period for such Loan through the purchase of deposits having a maturity corresponding to such Interest Period and bearing an interest rate equal to the LIBO Rate for such Interest Period.

Any Bank that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower and Administrative Agent, at the time or times reasonably requested by Borrower or Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Bank, if reasonably requested by Borrower or Administrative Agent, shall deliver such other

Approvals of Banks. All Communications from the Administrative Agent to any Bank requesting such Bank’s determination, consent, approval or disapproval # shall be given in the form of a written notice to such Bank, # shall be accompanied by a description of the matter or issue as to which such determination, approval, consent or disapproval is requested, or shall advise such Bank where information, if any, regarding such matter or issue may be inspected, or shall otherwise describe the matter or issue to be resolved, # shall include, if reasonably requested by such Bank and to the extent not previously provided to such Bank, written materials and a summary of all oral information provided to the Administrative Agent by Borrower in respect of the matter or issue to be resolved, and # shall include the Administrative Agent’s recommended course of action or determination in respect thereof. Each Bank shall reply promptly, but in any event within ten (10) Business Days (or such lesser or greater period as may be specifically required under this Agreement or the Loan Documents) of receipt of such Communication. Unless a Bank shall give written notice to the Administrative Agent that it specifically objects to the recommendation or determination of the Administrative Agent (together with a written explanation of the reasons

The Banks and the Participants agree among themselves that, with respect to all amounts received by any Bank or any such Participant for application on any Obligation hereunder or under any other Loan Document or under any such participation, whether received by voluntary payment, by realization upon security, by the exercise of the right of set-off or banker’s lien, by counterclaim or by any other non-pro rata source, equitable adjustment will be made in the manner stated in the following sentence so that, in effect, all such excess amounts will be shared ratably among the Banks and such Participant in proportion to their interests in payments under the Loan Documents, except as otherwise provided in Sections 4.5.2, 5.4.2, or 5.5.11]. The Banks or any such Participant receiving any such amount shall purchase for cash from each of the other Banks an interest in such Bank’s Loans in such amount as shall result in a ratable participation by the Banks and each such Participant in the aggregate unpaid amount under the Loan Documents, provided that if all or any portion of such excess amount is thereafter recovered from the Bank or the Participant making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by law (including court order) to be paid by the Bank or the Participant making

Discretion of Banks as to Manner of Funding. Notwithstanding any provision contained in this Agreement to the contrary, each Bank shall be entitled to fund and maintain its funding of all or any part of its LIBOR Loans in any manner it elects, it being understood, however, that for purposes of this Agreement all determinations hereunder (including, without limitation, the determination of each Bank’s funding losses and expenses under [Section 2.10]) shall be made as if such Bank had actually funded and maintained each LIBOR Loan through the purchase of deposits having a maturity corresponding to the maturity of the applicable Interest Period relating to the applicable LIBOR Loan and bearing an interest rate equal to the applicable LIBOR Rate.