Common use of Replacement Lenders Clause in Contracts

Replacement Lenders. The Parent at its own cost and expense may designate an Eligible Assignee with the prior written consent of the Agent (and acceptable to each Fronting Letter of Credit Lender and the Swingline Lender), such consent not to be unreasonably withheld, conditioned or delayed (a “Replacement Lender”) to assume all or any part of the Commitments and the obligations of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Defaulting Lender hereunder, and (y) assign to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments).

Replacement Lenders. (a) The Parent Company shall be permitted to replace any Lender that is a Defaulting Lender; provided that (A) such replacement or removal does not conflict with any Requirement of Law, (B) the Company shall be liable to such replaced Lender under Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period or maturity date relating thereto, (C) the replacement financial institution shall purchase, at its own cost par, all Loans and expense may designate an Eligible Assignee other amounts owing to such replaced Lender on or prior to the date of replacement, (D) the replaced Lender shall be obligated to make such replacement in accordance with the prior written consent other provisions of Section 10.06 (provided that the Agent (Company shall be obligated to pay the registration and acceptable processing fee referred to each Fronting Letter of Credit Lender and the Swingline Lendertherein), (E) the Company shall pay all additional amounts (if any) required pursuant to Section 2.17 or 2.18, as the case may be, in respect of any period prior to the date on which such consent replacement shall be consummated, and (F) any such replacement shall not be deemed to be unreasonably withhelda waiver of any rights that the Company, conditioned or delayed (a “Replacement Lender”) to assume all the Administrative Agent or any part other Lender shall have against the replaced Lender; provided, further that, in connection with any such assignment of the Commitments rights and the obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until the parties to purchase the Accommodations Outstanding assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Collateral Agent, each Issuing Lender and such Defaulting Lender’s rights each other Lender hereunder (and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Defaulting Lender hereunderthereon), and (y) assign to such Replacement Lender acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Revolving Credit Percentage (and notwithstanding the Commitments foregoing, if any assignment of such Defaulting Lender. In the event rights and obligations of any Defaulting Lender fails to execute hereunder shall become effective under applicable law without compliance with the Assignment and Assumption in connection with an assignment pursuant to provisions of this Sectionparagraph, then the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording assignee of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender interest shall be deemed to be a “Lender” Defaulting Lender for all purposes of this Agreement and until such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitmentscompliance occurs).

Replacement Lenders. The Parent at Borrower may, in its own cost and expense may designate an Eligible Assignee with the sole discretion, on prior written notice to the Administrative Agent and a Lender, cause a Lender that (a) is or may become entitled to receive any indemnification payment, additional amount or other compensation under this Article IV or that fails to make Loans for the reasons provided in this Article IV, (b) is a Defaulting Lender or (c) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Agent Required Lenders has been obtained) to (and acceptable such Lender shall) assign pursuant to each Fronting Letter of Credit Section 11.1 hereof (with such Lender and the Swingline Lender), such consent not being deemed to be unreasonably withheld, conditioned or delayed (a “Replacement Lender”) to assume all or any part of the Commitments and the obligations of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of have executed an Assignment and Assumption for the purpose of effecting such assignment), all of its rights and obligations under this Agreement to another Lender, an Affiliate of another Lender or a Person reasonably acceptable to the Administrative Agent and designated by the Borrower which is willing to become a Lender for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by Loans payable to such Defaulting Lender, plus all together with any accrued but unpaid interest on such Loans, any accrued but unpaid fees with respect to such Lender’s Revolving Credit Commitment and unpaid thereon and all any other amounts payable to such Lender under this Agreement; provided, that any expenses or other amounts which would be owing to such Defaulting Lender hereunder, and (y) assign pursuant to any indemnification provision hereunder shall be payable by the Borrower to such Replacement Lender the Commitments of such Defaulting Lender. In The replacement Lender under this Section shall pay the event any Defaulting Lender fails applicable processing fee under Section 11.1. Each party hereto agrees that an assignment required pursuant to execute the this paragraph may be effected pursuant to an Assignment and Assumption in connection with an assignment pursuant to this Sectionexecuted by the Borrower, the Administrative Agent may, but only after and the assignee and that the Lender required to make such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender shall be deemed to assignment need not be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)party thereto.

Replacement Lenders. The Parent at Borrower may, in its own cost and expense may designate an Eligible Assignee with the prior written consent of the Agent (and acceptable to each Fronting Letter of Credit Lender and the Swingline Lender)sole discretion, such consent not to be unreasonably withheld, conditioned or delayed (a “Replacement Lender”) to assume all or any part of the Commitments and the obligations of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within on ten (10) Business Days of such designation Days’ prior written notice to the Defaulting Lender shall (x) sell to such Replacement Administrative Agent and a Lender, without recourse uponcause a Lender that (a) is or may become entitled to receive any indemnification payment, warranty by additional amount or expense other compensation under this Article IV or that fails to make Loans for the reasons provided in this Article IV or (b) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained) to (and such Defaulting Lender, by way of Lender shall) assign pursuant to Section 11.1 hereof (with such Lender being deemed to have executed an Assignment and Assumption for the purpose of effecting such assignment), all of its rights and obligations under this Agreement to another Lender, an Affiliate of another Lender or a Person reasonably acceptable to the Administrative Agent and designated by the Borrower which is willing to become a Lender for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by Loans payable to such Defaulting Lender, plus all together with any accrued but unpaid interest on such Loans, any accrued but unpaid fees with respect to such Lender’s Revolving Credit Commitment and unpaid thereon and all any other amounts payable to such Lender under this Agreement; provided, that any expenses or other amounts which would be owing to such Defaulting Lender hereunder, and (y) assign pursuant to any indemnification provision hereunder shall be payable by the Borrower to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting The replacement Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to Section shall pay the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to applicable processing fee under Section 18.01(3) hereof, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)11.1.

Replacement Lenders. (a) The Parent Company shall be permitted to replace any Lender that is a Defaulting Lender; provided that (A) such replacement or removal does not conflict with any Requirement of Law, (B) the Company shall be liable to such replaced Lender under Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period or maturity date relating thereto, (C) the replacement financial institution shall purchase, at its own cost par, all Loans and expense may designate an Eligible Assignee other amounts owing to such replaced Lender on or prior to the date of replacement, (D) the replaced Lender shall be obligated to make such replacement in accordance with the prior written consent other provisions of Section 10.06 (provided that the Agent (Company may be obligated to pay the registration and acceptable processing fee referred to each Fronting Letter of Credit Lender and the Swingline Lendertherein), (E) the Company shall pay all additional amounts (if any) required pursuant to Section 2.17 or 2.18, as the case may be, in respect of any period prior to the date on which such consent replacement shall be consummated, and (F) any such replacement shall not be deemed to be unreasonably withhelda waiver of any rights that the Company, conditioned or delayed (a “Replacement Lender”) to assume all the Administrative Agent or any part other Lender shall have against the replaced Lender; provided, further that, in connection with any such assignment of the Commitments rights and the obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until the parties to purchase the Accommodations Outstanding assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Collateral Agent, each Issuing Lender and such Defaulting Lender’s rights each other Lender hereunder (and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Defaulting Lender hereunderthereon), and (y) assign to such Replacement Lender acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Revolving Credit Percentage (and notwithstanding the Commitments foregoing, if any assignment of such Defaulting Lender. In the event rights and obligations of any Defaulting Lender fails to execute hereunder shall become effective under applicable law without compliance with the Assignment and Assumption in connection with an assignment pursuant to provisions of this Sectionparagraph, then the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording assignee of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender interest shall be deemed to be a “Lender” Defaulting Lender for all purposes of this Agreement and until such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitmentscompliance occurs).

Replacement Lenders. The Parent Lenders party hereto and the Administrative Agent agree that the Borrower shall have the right on or before the Non-Extended Term Loan Maturity Date (with respect to Term Loans) or Non-Extended Revolving Termination Date (with respect to Revolving Commitments) to replace, in whole or in part (but if in part, in an aggregate principal amount of not less than $1,000,000 (with respect to Term Loans) and $5,000,000 (with respect to Revolving Commitments) (other than in the case of the replacement of all of a Non-Extending Lender’s interest under the Credit Agreement)), the Commitment of any Non-Extending Lender with increases in the outstanding Term Loans or Revolving Commitments of one or more Extending Lenders or with new Term Loans or Revolving Commitments of one or more other lenders or financial institutions or other entities that will become “Lenders” (each, a “Replacement Term Loan Lender” or “Replacement Revolving Lender”, as applicable; the Replacement Term Loan Lenders and Replacement Revolving Lenders collectively, the “Replacement Lenders”), subject (in the case of the replacement of the Term Loans or Revolving Commitments of any Non-Extending Lenders) to the payment at its own cost par of all amounts, including principal and expense may designate an Eligible Assignee accrued interest and fees, owing to such Non-Extending Lender with respect to the prior written portion of the Term Loans or the Revolving Commitments, as applicable, being replaced under the Credit Agreement. Each Replacement Lender shall (i) be subject to the consent of the Borrower and the Administrative Agent (and acceptable to such consent, in each Fronting Letter of Credit Lender and the Swingline Lender)case, such consent shall not to be unreasonably withheld, conditioned or delayed ) and (a “Replacement Lender”ii) to assume all or any part of the Commitments and the obligations of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of have entered into an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all or other amounts owing to such Defaulting Lender hereunder, and (y) assign to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice documentation reasonably satisfactory to the Defaulting Lender, execute such agreement on behalf of Borrower and the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Administrative Agent pursuant to Section 18.01(3) hereof, which such Replacement Lender shall assume all or part of the outstanding Term Loan or Revolving Commitment of such Non-Extending Lender or shall agree to have a new or additional Term Loan or Revolving Commitment under which Loans may be deemed to be a “Lender” for purposes borrowed only from the date of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations reduction in or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Term Loan or Revolving Commitment of such Non-Extending Lender; provided that after giving effect to any such replacement, the aggregate amount of the outstanding Term Loans and Revolving Commitments under the Credit Agreement shall not exceed the Maximum Facilities Amount. For the avoidance of doubt, after the Second Amendment Effective Date and on or before the Non-Extended Term Loan Maturity Date (with respect to Term Loans) or Non-Extended Revolving Termination Date (with respect to Revolving Commitments). Additionally, any Non-Extending Lender that has not been replaced may, with the consent of the Borrower, extend all, or a portion of, its Term Loan or Revolving Commitment (but if electing to extend only a portion of its Term Loan or Revolving Commitment, in an aggregate amount not less than $1,000,000 and $5,000,000, respectively), converting such Lender (as to the event a Defaulting portion so extended) into an Extending Term Loan Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting or Extending Revolving Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)as applicable.

Replacement Lenders. The Parent at its own cost In the event any Lender (a) seeks additional compensation pursuant to either Section 3.01 or 3.04 or (b) is restricted from making any Eurodollar Rate Loans under this Agreement, or (c) fails to approve any amendment, waiver or consent requested by the Borrower pursuant to Section 10.01 that has received the written approval of not less than the Required Lenders but also requires the approval of such Lender (any such Lender, a “Restricted Lender”), so long as no Default or Event of Default shall have occurred and expense may designate an Eligible Assignee with the prior written consent of the Agent (and acceptable to each Fronting Letter of Credit Lender be continuing and the Swingline Borrower has obtained a commitment (in an amount not less than the entire amount of such Restricted Lender)’s Revolving Credit Commitment) from one or more Lenders or Eligible Assignees, who does not suffer from the same impairment as the Restricted Lender with respect to matters in clause (a) or (b) above, to become a Lender for all purposes hereunder (such consent not Lender or Lenders referred to be unreasonably withheld, conditioned or delayed (a as the “Replacement Lender”) ), the Borrower may cause such Restricted Lender to assume all or any part of the Commitments and the obligations of any Defaulting Lender hereunderbe replaced by, and to purchase the Accommodations Outstanding of such Defaulting Lender assign all its rights and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Defaulting Lender hereunder, and (y) assign to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid obligations under this Section, upon two Agreement (2including its Revolving Credit Commitment and its Loans) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof10.06 to, such Replacement Lender so long as such Replacement Lender is reasonably acceptable to the Administrative Agent. Such Restricted Lender agrees to execute and to deliver to the Administrative Agent one or more Assignment and Assumption Agreements with such Replacement Lender as provided in Section 10.06 upon payment at par of all principal, accrued interest, accrued fees and other amounts accrued or owing under this Agreement to such Restricted Lender, and such Replacement Lender shall pay to the Administrative Agent the processing fee required by Section 10.06 in connection with such assignment. The Restricted Lender making such assignment will be deemed entitled to compensation for any expenses or other amounts which would be a “Lender” for purposes owing to such Restricted Lender pursuant to any indemnification provision hereof (including, if applicable, Section 3.05) as if the Borrower had prepaid the Loans of such Lender (and terminated its Revolving Credit Commitment, if applicable) rather than such Restricted Lender having assigned its interest hereunder. Notwithstanding any foregoing provision of this Agreement and Section 3.08, the provisions hereof will not apply to any event or occurrence that would otherwise give rise to its application if such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations event or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionallyoccurrence, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all reasonable judgment of the Commitment held by such Defaulting LenderAdministrative Agent, and upon such repayment and termination such Defaulting Lender shall cease to be is one of general application that affects all or a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination majority of the Commitments)Lenders.

Replacement Lenders. The Parent at its own cost If any Lender (a) seeks additional compensation pursuant to either Section 3.01 or 3.04 or (b) is restricted from making any Eurodollar Rate Loans under this Agreement (any such Lender, a "Restricted Lender"), so long as no Default or Event of Default shall have occurred and expense may designate an Eligible Assignee with the prior written consent of the Agent (and acceptable to each Fronting Letter of Credit Lender be continuing and the Swingline Borrower has obtained a commitment (in an amount not less than the entire amount of such Restricted Lender's Commitment) from one or more Lenders or Eligible Assignees, who does not suffer from the same impairment as the Restricted Lender with respect to matters in clauses (a) or (b) above, to become a Lender for all purposes hereunder (such Lender or Lenders referred to as the "Replacement Lender"), the Borrower may cause such consent not Restricted Lender to be unreasonably withheld, conditioned or delayed (a “Replacement Lender”) to assume all or any part of the Commitments and the obligations of any Defaulting Lender hereunderreplaced by, and to purchase the Accommodations Outstanding of such Defaulting Lender assign all its rights and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Defaulting Lender hereunder, and (y) assign to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid obligations under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent Agreement pursuant to Section 18.01(3) hereof10.07 to, such Replacement Lender so long as such Replacement Lender is reasonably acceptable to the Administrative Agent. Such Restricted Lender agrees to execute and to deliver to the Administrative Agent one or more Assignment and Assumption Agreements with such Replacement Lender as provided in Section 10.07 upon payment at par of all principal, accrued interest, accrued fees and other amounts accrued or owing under this Agreement to such Restricted Lender, and such Replacement Lender shall pay to the Administrative Agent the processing fee required by Section 10.07 in connection with such assignment. The Restricted Lender making such assignment will be deemed entitled to compensation for any expenses or other amounts which would be a “Lender” for purposes owing to such Restricted Lender pursuant to any indemnification provision hereof (including, if applicable, Section 3.05) as if the Borrower had prepaid the Loans of such Lender (and terminated its Commitment, if applicable) rather than such Restricted Lender having assigned its interest hereunder. Notwithstanding any foregoing provision of this Agreement and Section 3.08, the provisions hereof will not apply to any event or occurrence that would otherwise give rise to its application if such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations event or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionallyoccurrence, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all reasonable judgment of the Commitment held by such Defaulting LenderAdministrative Agent, and upon such repayment and termination such Defaulting Lender shall cease to be is one of general application that affects all or a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination majority of the Commitments)Lenders.

Replacement Lenders. The Parent at its own cost If any Lender under the Existing Credit Agreement has failed to execute and expense may designate an Eligible Assignee with deliver a Consent on or prior to the prior written consent Consent Deadline (each such non-consenting Lender, a “Non-Consenting Lender”), and Lenders constituting the Required Lenders under the Existing Credit Agreement have so consented and the Administrative Agent has received Consents from the Replacement Lenders (as defined below) such that the Consenting Lenders and the Replacement Lenders collectively constitute all of the Agent Lenders party to the Existing Credit Agreement (and acceptable after giving effect to each Fronting Letter of Credit the Non-Consenting Lender and the Swingline LenderReplacement), then the Borrowers shall exercise their rights, effective as of the Ninth Amendment Date, to replace (such consent not act of replacement, the “Non-Consenting Lender Replacement”) each such Non-Consenting Lender in accordance with Section 9.02(e) of the Existing Credit Agreement, and each such Non-Consenting Lender, upon receipt of an amount equal to the sum of (i) the principal amount | of the outstanding Existing Term Loans of such Non-Consenting Lender immediately prior to the effectiveness of this Amendment (but, for the avoidance of doubt, without any prepayment premium thereon), (ii) all interest, fees and other amounts accrued but unpaid to such Non-Consenting Lender by the Borrowers under the Existing Credit Agreement to but excluding the Ninth Amendment Date, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17 of the Existing Credit Agreement, and (iii) an amount, if any, equal to the payment which would have been due to such Non-Consenting Lender on the Ninth Amendment Date under Section 2.16 of the Existing Credit Agreement had the Loans of such Non-Consenting Lender been prepaid in full on the Ninth Amendment Date rather than sold to the applicable Replacement Lender, shall be unreasonably withhelddeemed to have assigned all of its rights and obligations under the Existing Credit Agreement to one or more assignee Lenders (each of whom shall have consented to this Amendment by delivering a Consent to the Administrative Agent on or prior to the Consent Deadline (each such assignee Lender, conditioned or delayed (to the extent of such assigned interest, a “Replacement Lender”) )). Each Lender party hereto or to assume all or a Consent hereby waives any part requirement of the Commitments and Borrowers to deliver any notice to the obligations of Administrative Agent and/or any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Defaulting Lender hereunder, and (y) assign to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an any assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent contemplated herein pursuant to Section 18.01(39.02(e) hereof, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)Existing Credit Agreement.

Replacement Lenders. The Parent at its own cost In the event any Lender (a) seeks additional compensation pursuant to either Section 3.01 or 3.04 or (b) is restricted from making any Eurodollar Rate Loans or providing Eurodollar Rate Segments under this Agreement, or (c) fails to approve any amendment, waiver or consent requested by the Borrower pursuant to Section 10.01 that has received the written approval of not less than the Required Lenders but also requires the approval of such Lender (any such Lender, a “Restricted Lender”), so long as no Default or Event of Default shall have occurred and expense may designate be continuing and the Borrower has obtained a commitment (in an Eligible Assignee with amount not less than the prior written consent entire amount of such Restricted Lender’s Revolving Credit Commitment and Pro Rata Term A Share of the Agent Outstanding Amount of the Term Loan A) from one or more Lenders or Eligible Assignees, who does not suffer from the same impairment as the Restricted Lender with respect to matters in (and acceptable a) or (b) above, to each Fronting Letter of Credit become a Lender and for all purposes hereunder (such Lender or Lenders referred to as the Swingline Lender), such consent not to be unreasonably withheld, conditioned or delayed (a “Replacement Lender”) ), the Borrower may cause such Restricted Lender to assume all or any part of the Commitments and the obligations of any Defaulting Lender hereunderbe replaced by, and to purchase the Accommodations Outstanding of such Defaulting Lender assign all its rights and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Defaulting Lender hereunder, and (y) assign to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid obligations under this Section, upon two Agreement (2including its Revolving Credit Commitment and its Loans) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof10.07 to, such Replacement Lender so long as such Replacement Lender is reasonably acceptable to the Administrative Agent. Such Restricted Lender agrees to execute and to deliver to the Administrative Agent one or more Assignment and Assumption Agreements with such Replacement Lender as provided in Section 10.07 upon payment at par of all principal, accrued interest, accrued fees and other amounts accrued or owing under this Agreement to such Restricted Lender, and such Replacement Lender shall pay to the Administrative Agent the processing fee required by Section 10.07 in connection with such assignment. The Restricted Lender making such assignment will be deemed entitled to compensation for any expenses or other amounts which would be a “Lender” for purposes owing to such Restricted Lender pursuant to any indemnification provision hereof (including, if applicable, Section 3.05) as if the Borrower had prepaid the Loans of such Lender (and terminated its Revolving Credit Commitment, if applicable) rather than such Restricted Lender having assigned its interest hereunder. Notwithstanding any foregoing provision of this Agreement and Section 3.08, the provisions hereof will not apply to any event or occurrence that would otherwise give rise to its application if such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations event or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionallyoccurrence, in the event reasonable judgment of the Administrative Agent, is one of general application that affects all or a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive daysmajority of the Revolving Lenders, the BorrowersTerm Loan A Lenders, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)both.

Replacement Lenders. The Parent at its own cost and expense may designate an Eligible Assignee If any Lender either (i) becomes a Defaulting Lender or (ii) delivers a notice pursuant to Sections 3.6, 3.9 or 3.10, the Borrowers shall have the right, if no Default or Event of Default then exists, to replace such Lender (the "Replaced Lender") with one or more assignees eligible under Section --------------- 11.3(b) hereof (collectively, the prior written consent of the Agent (and acceptable to each Fronting Letter of Credit Lender and the Swingline "Replacement Lender"), such consent not to be unreasonably withheld, conditioned or delayed provided that (a “Replacement Lender”A) to assume all or any part of at ------------------ the Commitments and the obligations time of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Defaulting Lender hereunder, and (y) assign to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment replacement pursuant to this Section, the Agent mayReplacement Lender shall enter into one or more assignment agreements substantially in the form of Schedule 11.3(b) pursuant to, and in accordance with the terms of, Section ------- 11.3(b) pursuant to which the Replacement Lender shall acquire all of the rights ------- and obligations of the Replaced Lender hereunder and, in connection therewith, shall pay to (1) the Replaced Lender in respect thereof an amount equal to the sum of (x) the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (y) all unreimbursed drawings under the Letters of Credit that have been funded by the Replaced Lender, together with all then unpaid interest with respect thereto at such time and (z) all accrued but theretofore unpaid, fees and other amounts owing to the Replaced Lender pursuant to Section 3.5 and (2) each Issuing Lender an amount equal to such Replaced Lender's Revolving Commitment Percentage of any unreimbursed drawings under Letters of Credit issued by such Issuing Lender to the extent such amount was not heretofore funded by Replaced Lender, and (B) all obligations of each Borrower owing to the Replaced Lender (including all obligations, if any, owing pursuant to Section 3.6, 3.9 or 3.10, but only after such Defaulting Lender excluding those obligations specifically described in clause (A) above in respect of which the assignment purchase price has been been, or is concurrently being paid) shall be paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed Borrower to such Defaulting Replaced Lender and terminate in full all of the Commitment held by concurrently with such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)replacement.

Replacement Lenders. The Parent at its own cost If (a) the Borrowers become obligated to pay additional amounts to any Lender pursuant to Section 5.1 or 5.3 as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and expense has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within sixty (60) days of being on notification of such condition, or (b) a Lender invokes the provisions of Section 5.2, in each case the Borrowers may designate an Eligible Assignee with the prior written consent of another bank which is reasonably acceptable to the Agent (and acceptable such bank being herein called a "Replacement Lender") to each Fronting Letter purchase for cash all of Credit the Loans of such Lender and the Swingline Lender), such consent not to be unreasonably withheld, conditioned or delayed (a “Replacement Lender”) to assume all or any part of the Commitments and the obligations of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s 's rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lenderhereunder, without recourse uponto or warranty (other than title) by, warranty by or expense to to, such Defaulting Lender, by way of an Assignment and Assumption Lender for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all other amounts owing Loans payable to such Defaulting Lender hereunderplus any accrued but unpaid interest on such Loans and accrued but unpaid commitment and other fees, expense reimbursements and (y) assign to such indemnities in respect of that Lender's Commitments. If the Replacement Lender is prepared to so purchase, such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an issuer of Letters of Credit, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding sixty (60) days from the Commitments of such Defaulting Lender. In date the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Borrowers designate a Replacement Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for thereupon such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender shall be deemed to not longer be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer party hereto or have any obligations or rights hereunder (other than any obligations or except rights which according which, pursuant to the provisions of this Agreement shall Agreement, survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and the repayment of the Loans), and the Replacement Lender shall no longer have any succeed to such obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)rights.

Replacement Lenders. The Parent at its own cost If any Lender under the Existing Credit Agreement has failed to deliver a Consent prior to the Consent Deadline (each such non-consenting Lender, a “Non-Consenting Lender”), and expense may designate an Eligible Assignee with Lenders constituting the prior written consent Required Lenders have so consented, then the Borrowers shall exercise their rights, effective as of the Agent Sixth Amendment Date, to replace (such act of replacement, the “Non-Consenting Lender Replacement”) each such Non-Consenting Lender in accordance with Section 9.02(e) of the Existing Credit Agreement, and acceptable each such Non-Consenting Lender, upon receipt of an amount equal to each Fronting Letter the sum of Credit (i) the principal amount of the outstanding Existing Term Loans of such Non- Consenting Lender and immediately prior to the Swingline Lendereffectiveness of this Amendment (but, for the avoidance of doubt, without any prepayment premium thereon), (ii) all interest, fees and other amounts accrued but unpaid to such consent not Non-Consenting Lender by the Borrowers under the Existing Credit Agreement to and including the Sixth Amendment Date, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17 of the Existing Credit Agreement, and (iii) an amount, if any, equal to the payment which would have been due to such Non-Consenting Lender on the Sixth Amendment Date under Section 2.16 of the Existing Credit Agreement had the Loans of such Non-Consenting Lender been prepaid in full on the Sixth Amendment Date rather than sold to the replacement Lender, shall be unreasonably withhelddeemed to have assigned all of its rights and obligations under the Existing Credit Agreement to one or more assignee Lenders (each of whom shall have consented to this Amendment by delivering a Consent to the Administrative Agent prior to the Consent Deadline (each such assignee Lender, conditioned or delayed (to the extent of such assigned interest, a “Replacement Lender”) )). Each Lender party hereto or to assume all or a Consent hereby waives any part requirement of the Commitments and the obligations of Borrowers to deliver any Defaulting notice to Administrative Agent and/or any Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Defaulting Lender hereunder, and (y) assign to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an any assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent contemplated herein pursuant to Section 18.01(39.02(e) hereof, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)Existing Credit Agreement.

Replacement Lenders. (a) Each Replacement Lender hereby consents to this Amendment. The Parent at its own cost Administrative Agent hereby (i) consents to this Amendment and expense may designate an Eligible Assignee with consents to the prior written consent assignment of the then outstanding Loans and Commitments of each Non-Consenting Lender to the Replacement Lender or the Euro Replacement Lender, as applicable, in accordance with Sections 3.07 and 10.07 of the Credit Agreement and (ii) agrees that no assignment fees specified in Section 10.07(b) shall be required to be paid by the Borrower in connection with such assignment. Each of the Replacement Lenders, the Administrative Agent (and acceptable to each Fronting Letter of Credit Lender and the Swingline Lender)Borrowers acknowledge and agree that, such consent not to be unreasonably withheldupon the deemed assignment of any Loans and/or Commitments from Non-Consenting Lenders, conditioned or delayed each Replacement Lender (i) shall become a “Replacement Lender”) ” under, and for all purposes, and subject to assume all or any part and bound by the terms, of the Credit Agreement and other Loan Documents with Loans and/or Commitments in an amount equal to the aggregate principal amount of all Loans and/or Commitments of the Non-Consenting Lenders assigned thereto, (ii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iii) shall perform all the obligations of any Defaulting and shall have all rights of a Lender hereunder, and thereunder. After the assignment of Loans and/or Commitments by each Non-Consenting Lender to purchase the Accommodations Outstanding of such Defaulting Replacement Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation or the Defaulting Lender shall (x) sell to such Euro Replacement Lender, without recourse uponas applicable, warranty by or expense to such Defaulting Lender, by way of an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Defaulting Lender hereunderas contemplated above, and (yv) assign to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender Extended Maturity Term A Dollar Lenders shall be deemed to be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full together hold all of the Commitment held by such Defaulting LenderTerm A Dollar Loans, (w) the Euro Replacement Lender and upon such repayment and termination such Defaulting Lender the Extended Maturity Term A Euro Lenders shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination together hold all of the Term A Euro Loans, (x) the Replacement Lender and the Extended Maturity U.S. Revolving Credit Lenders shall together hold all of the U.S. Revolving Credit Loans and U.S. Revolving Credit Commitments), (y) the Replacement Lender and the Extended Maturity Japanese Revolving Credit Lenders shall together hold all of the Japanese Revolving Credit Loans and Japanese Revolving Credit Commitments and (z) the Replacement Lender and the Extended Maturity Swiss/Multicurrency Revolving Credit Lenders shall together hold all of the Swiss/Multicurrency Revolving Credit Loans and Swiss/Multicurrency Revolving Credit Commitments.

Replacement Lenders. The Parent at its own cost and expense Within thirty (30) days after (a) any Lender has demanded compensation from the Borrower pursuant to (S)(S)5.2.2(a), 5.6 or 5.7 hereof, (b) there shall have occurred a change in law with respect to any Lender as a consequence of which it shall have become unlawful for such Lender to make a Eurodollar Rate Loan on any Drawdown Date, as described in (S)5.5 hereof or (c) any Lender shall be a Specified Non-Consenting Lender (any such Lender described in the foregoing clauses (a), (b) or (c) is hereinafter referred to as an "Affected Lender"), the Borrower may designate an Eligible Assignee with request that the prior written consent Lenders other than the Affected Lenders (the "Non-Affected Lenders") acquire all, but not less than all, of the Agent (Affected Lender's outstanding Revolving Credit Loans and acceptable assume all, but not less than all, of the Affected Lender's Commitment. If the Borrower so requests, the Non-Affected Lenders may elect to each Fronting Letter acquire all or any portion of the Affected Lender's outstanding Revolving Credit Lender Loans and the Swingline Lender), such consent not to be unreasonably withheld, conditioned or delayed (a “Replacement Lender”) to assume all or any part portion of the Commitments Affected Lender's Commitment. If the Non-Affected Lenders do not elect to acquire and assume all of the obligations Affected Lender's outstanding Revolving Credit Loans and Commitment, the Borrower may designate a replacement bank or banks, which must be satisfactory to the Administrative Agent, to acquire and assume that portion of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount Revolving Credit Loans and Commitment of the Accommodations made Affected Lender not being acquired and assumed by such Defaulting Lender, plus the Non-Affected Lenders. The provisions of (S)19 hereof shall apply to all interest accrued and unpaid thereon and all other amounts owing to such Defaulting Lender hereunder, and (y) assign to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment reallocations pursuant to this Section(S)5.11, and the Agent may, but only after such Defaulting Affected Lender has been paid in full what it is entitled and any Non-Affected Lenders and/or replacement banks which are to be paid under this Section, upon two (2) Business Days’ prior notice acquire the Revolving Credit Loans and Commitment of the Affected Lender shall execute and deliver to the Defaulting LenderAdministrative Agent, execute such agreement on behalf in accordance with the provisions of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) S)19 hereof, such Replacement Assignments and Acceptances and other instruments, including, without limitation, Revolving Credit Notes, as are required pursuant to (S)19 hereof to give effect to such reallocations. Any Non-Affected Lenders and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Lender shall be deemed to be a “Lender” Eligible Assignees for all purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive S)19 hereof. On the termination effective date of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive daysapplicable Assignments and Acceptances, the BorrowersBorrower shall pay to the Affected Lender all interest accrued on its Revolving Credit Loans up to but excluding such date, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed along with any fees payable to such Defaulting Affected Lender and terminate in full all of the Commitment held by hereunder up to but excluding such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)date.

Replacement Lenders. The Parent at its own cost Lenders party hereto and expense may designate the Administrative Agent agree that the Borrower shall have the right on or before October 5, 2013 (with respect to Term Loans) or October 5, 2012 (with respect to Revolving Credit Commitments) to replace, in whole or in part (but if in part, in an Eligible Assignee aggregate principal amount of not less than $1,000,000 (with respect to Term Loans) and $5,000,000 (with respect to Revolving Credit Commitments) (other than in the prior written consent case of the Agent (and acceptable to each Fronting Letter replacement of all of a Non-Extending Lender’s interest under the Credit Agreement)), the Revolving Credit Commitment of any Non-Extending Revolving Credit Lender and the Swingline Term Loan of any Non-Extending Term Loan Lender), in each case, subject to the consent of such consent not to be unreasonably withheldNon-Extending Lender, conditioned with increases in the outstanding Term Loans or delayed Revolving Credit Commitments of one or more Extending Lenders or with new Term Loans or Revolving Credit Commitments of one or more other lenders or financial institutions or other entities that will become “Lenders” (each, a “Replacement Term Loan Lender” or “Replacement Revolving Credit Lender”, as applicable; the Replacement Term Loan Lenders and Replacement Revolving Credit Lenders collectively, the “Replacement Lenders”), subject (in the case of the replacement of the Term Loans or Revolving Credit Commitments of any Non-Extending Lenders) to assume the payment at par of all or any part amounts, including principal and accrued interest and fees, owing to such Non-Extending Lender with respect to the portion of the Commitments and Term Loans or the obligations of any Defaulting Lender hereunderRevolving Credit Commitments, and to purchase as applicable, being replaced under the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Credit Agreement. Each Replacement Lender shall (xi) sell be subject to the consent of the Borrower (provided that with respect to any replacement of Term Loans, Borrower consent only needs to be obtained if such Replacement LenderTerm Loan Lender is a Person that is a motion picture exhibitor or an Affiliate or related entity of a motion picture exhibitor) and the Administrative Agent (such consent, without recourse uponin each case, warranty by shall not be unreasonably withheld or expense to such Defaulting Lender, by way of delayed) and (ii) have entered into an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all Acceptance or other amounts owing to such Defaulting Lender hereunder, and (y) assign to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice documentation reasonably satisfactory to the Defaulting Lender, execute such agreement on behalf of Borrower and the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Administrative Agent pursuant to Section 18.01(3) hereof, which such Replacement Lender shall assume all or part of the outstanding Term Loan or Revolving Credit Commitment of such Non-Extending Lender or shall agree to have a new or additional Term Loan or Revolving Credit Commitment under which Loans may be deemed to be a “Lender” for purposes borrowed only from the date of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations reduction in or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Term Loan or Revolving Credit Commitment of such Non-Extending Lender; provided that the aggregate amount that may be borrowed under such assumed, new or additional Term Loan or Revolving Credit Commitment and the continuing Term Loans and Revolving Credit Commitments under the Credit Agreement shall not exceed $1,120,000,000 (with respect to the aggregate amount of Term Loans) and $150,000,000 (with respect to the aggregate amount of Revolving Credit Commitments) at any time. For the avoidance of doubt, after the Effective Date and on or before October 5, 2013 (with respect to Term Loans) or October 5, 2012 (with respect to Revolving Credit Commitments). Additionally, any Non-Extending Lender that has not been replaced may, with the consent of the Borrower (but without the consent of the Adminstrative Agent or any other Lender), extend all, or a portion of, its Term Loan or Revolving Credit Commitment (but if electing to extend only a portion of its Term Loan or Revolving Credit Commitment, in an aggregate amount not less than $1,000,000 and $5,000,000, respectively), to April 30, 2016 (with respect to the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90Term Loans) consecutive days, or the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all fifth anniversary of the Commitment held by Effective Date (with respect to Revolving Credit Commitments), converting such Defaulting Lender (as to the portion so extended) into an Extending Term Loan Lender or Extending Revolving Credit Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)as applicable.

Replacement Lenders. The Parent Borrowers may, at its own cost any time and expense may designate so long as no Default or Event of Default has then occurred and is continuing, replace any Lender (i) that has requested compensation from any Borrower under Section 2.16 or 2.17, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.16(d) or (iii) that is a Defaulting Lender, in any case under clauses (i) through (iii) above by written notice to such Lender and the Administrative Agent identifying one or more Persons each of which shall be an Eligible Assignee with and reasonably acceptable to the prior written consent of the Administrative Agent (and acceptable to each Fronting Letter of Credit Lender and the Swingline Lender)each, such consent not to be unreasonably withheld, conditioned or delayed (a “Replacement Lender,” and collectively, the “Replacement Lenders”) to assume all or any part of replace such Lender (the Commitments “Replaced Lender”); provided that (a) the notice from the Borrowers to the Replaced Lender and the obligations of any Defaulting Lender hereunderAdministrative Agent provided for hereinabove shall specify an effective date for such replacement (the “Replacement Effective Date”), and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten which shall be at least five (105) Business Days after such notice is given, (b) as of such designation the Defaulting relevant Replacement Effective Date, each Replacement Lender shall enter into an Assignment and Acceptance with the Replaced Lender pursuant to Section 11.7, pursuant to which such Replacement Lenders collectively shall acquire, in such proportion among them as they may agree with Everest Group and the Administrative Agent, all (but not less than all) of the Commitment, outstanding Loans and participations in Letters of Credit of the Replaced Lender, and, in connection therewith, shall pay (x) sell to such Replacement the Replaced Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of an Assignment and Assumption for a as the purchase price in respect thereof, an amount equal to the sum as of the Replacement Effective Date (unless such Defaulting Lender agrees to a lesser amount in writingwithout duplication) of (1) the outstanding unpaid principal amount of, and all accrued but unpaid interest on, all outstanding Loans of the Accommodations made by such Defaulting LenderReplaced Lender and any participations in Letters of Credit, plus and (2) all interest accrued and but unpaid thereon and all other fees owing to the Replaced Lender under Section 2.9, (y) to the Administrative Agent, for its own account, any amounts owing to such Defaulting the Administrative Agent by the Replaced Lender hereunderunder Section 2.3(b), and (yc) assign to such Replacement Lender all other obligations of the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice Borrowers owing to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Replaced Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations those specifically described in clause (b) above in respect of which the assignment purchase price has been, or rights is concurrently being, paid), including, without limitation, amounts payable under Sections 2.16(a) and (b) which according give rise to this Agreement shall survive the termination replacement of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Replaced Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments).amounts payable under

Replacement Lenders. The Parent at its own cost and expense may designate an Eligible Assignee If any Lender either (i) becomes a Defaulting Lender or (ii) delivers a notice pursuant to Sections 3.6, 3.9 or 3.11, the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender (the “Replaced Lender”) with one or more assignees eligible under Section 11.3(b) hereof (collectively, the prior written consent of the Agent (and acceptable to each Fronting Letter of Credit Lender and the Swingline Lender), such consent not to be unreasonably withheld, conditioned or delayed (a “Replacement Lender”), provided that (A) to assume all or any part of at the Commitments and the obligations time of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Defaulting Lender hereunder, and (y) assign to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment replacement pursuant to this Section, the Agent mayReplacement Lender shall enter into one or more assignment agreements substantially in the form of Exhibit 11.3(b) pursuant to, and in accordance with the terms of, Section 11.3(b) pursuant to which the Replacement Lender shall acquire all of the rights and obligations of the Replaced Lender hereunder and, in connection therewith, shall pay to (1) the Replaced Lender in respect thereof of an amount equal to the sum of (x) the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (y) all unreimbursed drawings under the Letters of Credit that have been funded by the Replaced Lender, together with all then unpaid interest with respect thereto at such time and (z) all accrued but theretofore unpaid, fees and other amounts owing to the Replaced Lender pursuant to Section 3.5 and (2) each Issuing Lender an amount equal to such Replaced Lender’s Revolving Commitment Percentage of any unreimbursed drawings under Letters of Credit issued by such Issuing Lender to the extent such amount was not heretofore funded by Replaced Lender, and (B) all obligations of the Borrower owing to the Replaced Lender (including all obligations, if any, owing pursuant to Section 3.6, 3.9 or 3.11, but only after such Defaulting Lender excluding those obligations specifically described in clause (A) above in respect of which the assignment purchase price has been been, or is concurrently being paid) shall be paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed Borrower to such Defaulting Replaced Lender and terminate in full all of the Commitment held by concurrently with such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)replacement.

Replacement Lenders. The Parent at its own cost If any Lender (a) seeks additional compensation pursuant to either Section 3.01 or 3.04, (b) is restricted from making any Eurodollar Rate Loans under this Agreement, or (c) becomes a Non-Extending Lender pursuant to Section 2.13 (any such Lender, a "Restricted Lender"), so long as no Default or Event of Default shall have occurred and expense may designate an Eligible Assignee with the prior written consent of the Agent (and acceptable to each Fronting Letter of Credit Lender be continuing and the Swingline Borrower has obtained a commitment (in an amount not less than the entire amount of such Restricted Lender's Commitment) from one or more Lenders or Eligible Assignees, who does not suffer from the same impairment as the Restricted Lender with respect to matters in clauses (a) or (b) above, to become a Lender for all purposes hereunder (such Lender or Lenders referred to as the "Replacement Lender"), the Borrower may cause such consent not Restricted Lender to be unreasonably withheld, conditioned or delayed (a “Replacement Lender”) to assume all or any part of the Commitments and the obligations of any Defaulting Lender hereunderreplaced by, and to purchase the Accommodations Outstanding of such Defaulting Lender assign all its rights and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Defaulting Lender hereunder, and (y) assign to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid obligations under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent Agreement pursuant to Section 18.01(3) hereof10.07 to, such Replacement Lender so long as such Replacement Lender is reasonably acceptable to the Administrative Agent. Such Restricted Lender agrees to execute and to deliver to the Administrative Agent one or more Assignment and Assumption Agreements with such Replacement Lender as provided in Section 10.07 upon payment at par of all principal, accrued interest, accrued fees and other amounts accrued or owing under this Agreement to such Restricted Lender, and such Replacement Lender shall pay to the Administrative Agent the processing fee required by Section 10.07 in connection with such assignment. The Restricted Lender making such assignment will be deemed entitled to compensation for any expenses or other amounts which would be a “Lender” for purposes owing to such Restricted Lender pursuant to any indemnification provision hereof (including, if applicable, Section 3.05) as if the Borrower had prepaid the Loans of such Lender (and terminated its Commitment, if applicable) rather than such Restricted Lender having assigned its interest hereunder. Notwithstanding any foregoing provision of this Agreement and Section 3.08, the provisions hereof will not apply to any event or occurrence that would otherwise give rise to its application if such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations event or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionallyoccurrence, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all reasonable judgment of the Commitment held by such Defaulting LenderAdministrative Agent, and upon such repayment and termination such Defaulting Lender shall cease to be is one of general application that affects all or a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination majority of the Commitments)Lenders.

Replacement Lenders. The Parent at Borrower may, in its own cost and expense may designate an Eligible Assignee with the sole discretion, on prior written notice to the Administrative Agent and a Lender, cause a Lender that (a) is or may become entitled to receive any indemnification payment, additional amount or other compensation under this Article IV or that fails to make Loans for the reasons provided in this Article IV, (b) is a Defaulting Lender or (c) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Agent Required Lenders has been obtained) to (and acceptable such Lender shall) assign pursuant to each Fronting Letter of Credit Section 11.1 hereof (with such Lender and the Swingline Lender), such consent not being deemed to be unreasonably withheld, conditioned or delayed (a “Replacement Lender”) to assume all or any part of the Commitments and the obligations of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of have executed an Assignment and Assumption for the purpose of effecting such assignment), all of its rights and obligations under this Agreement to another Lender, an Affiliate of another Lender or a Person reasonably acceptable to the Administrative Agent and designated by the Borrower which is willing to become a Lender for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by Loans payable to such Defaulting Lender, plus all together with any accrued but unpaid interest on such Loans, any accrued but unpaid fees with respect to such Lendxx’x Xevolving Credit Commitment and unpaid thereon and all any other amounts payable to such Lender under this Agreement; provided, that any expenses or other amounts which would be owing to such Defaulting Lender hereunder, and (y) assign pursuant to any indemnification provision hereunder shall be payable by the Borrower to such Replacement Lender the Commitments of such Defaulting Lender. In The replacement Lender under this Section shall pay the event any Defaulting Lender fails applicable processing fee under Section 11.1. Each party hereto agrees that an assignment required pursuant to execute the this paragraph may be effected pursuant to an Assignment and Assumption in connection with an assignment pursuant to this Sectionexecuted by the Borrower, the Administrative Agent may, but only after and the assignee and that the Lender required to make such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender shall be deemed to assignment need not be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)party thereto.

Replacement Lenders. The Parent at Borrower may, in its own cost and expense may designate an Eligible Assignee with the prior written consent of the Agent (and acceptable to each Fronting Letter of Credit Lender and the Swingline Lender)sole discretion, such consent not to be unreasonably withheld, conditioned or delayed (a “Replacement Lender”) to assume all or any part of the Commitments and the obligations of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within on ten (10) Business Days of such designation Days’ prior written notice to the Defaulting Lender shall (x) sell to such Replacement Administrative Agent and a Lender, without recourse uponcause a Lender that (a) is or may become entitled to receive any indemnification payment, warranty by additional amount or expense other compensation under this Article IV or that fails to make Loans for the reasons provided in this Article IV or (b) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained) to (and such Defaulting Lender, by way of Lender shall) assign pursuant to Section 11.1 hereof (with such Lender being deemed to have executed an Assignment and Assumption for the purpose of effecting such assignment), all of its rights and obligations under this Agreement to another Lender, an Affiliate of another Lender or a Person reasonably acceptable to the Administrative Agent and designated by the Borrower which is willing to become a Lender for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by Loans payable to such Defaulting Lender, plus all together with any accrued but unpaid interest on such Loans, any accrued but unpaid fees with respect to such Lender’s Revolving Credit Commitment and unpaid thereon and all any other amounts payable to such Lender under this Agreement; provided, that any expenses or other amounts which would be owing to such Defaulting Lender hereunder, and (y) assign pursuant to any indemnification provision hereunder shall be payable by the Borrower to such Replacement Lender the Commitments of such Defaulting Lender. In The replacement Lender under this Section shall pay the event any Defaulting Lender fails applicable processing fee under Section 11.1. Each party hereto agrees that an assignment required pursuant to execute the this paragraph may be effected pursuant to an Assignment and Assumption in connection with an assignment pursuant to this Sectionexecuted by the Borrower, the Administrative Agent may, but only after and the assignee and that the Lender required to make such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender shall be deemed to assignment need not be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)party thereto.

Replacement Lenders. The Parent If, and on each occasion that, (i) ------------------- a Lender makes a demand for compensation pursuant to Section 2.16; (ii) a Lender is unable to fund Eurodollar Loans; (iii) a Lender has requested additional costs pursuant to Section 2.17(c); or (iv) a Lender has failed to perform its obligation to make a Loan required by such Lender hereunder, Borrower may, upon at its own cost least five Business Days' prior irrevocable written or telex notice to each of such Lender and expense may designate an Eligible Assignee Administrative Agent, in whole permanently replace the Commitments of such Lender; provided that such notice must be given not later -------- than the 60th day following the date of a demand for compensation made by such Lender, the time of such unavailability, or the date of any such refusal; and provided that Borrower shall replace such Commitments with the prior written consent commitment of an -------- Eligible Assignee. Any such replacement Lender shall, upon the Agent (effective date of replacement, enter into an Assignment and acceptable Acceptance with the replaced Lender and, pursuant thereto, purchase the Obligations owed to each Fronting Letter of Credit such replaced Lender for the aggregate amount thereof and shall thereupon for all purposes become a "Lender" hereunder. The notice from Borrower replacing a Lender shall specify an effective date for the Swingline Lender), such consent not to be unreasonably withheld, conditioned or delayed (a “Replacement Lender”) to assume all or any part replacement of the Commitments and of such Lender, which date shall not be later than the obligations tenth day after the day such notice is given. On the effective date of any Defaulting Lender hereunder, and to purchase replacement of the Accommodations Outstanding Commitments of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect theretopursuant to this Section 2.20, and within ten (10) Business Days Borrower shall pay to Administrative Agent for the account of such designation the Defaulting Lender shall (x) sell any fees due to such Replacement Lender, without recourse upon, warranty Lender to the date of such replacement; (y) accrued interest on the principal amount of outstanding Loans made by such Lender to the date of such replacement; and (z) the amount or expense amounts requested by such Lender pursuant to Sections 2.16 and 2.17(c). Borrower will remain liable to such Defaulting replaced Lender for any Breakage Costs that such Lender may sustain or incur as a consequence of repayment of the Loans of such Lender. Upon the effective date of repayment of any such Lender's Commitments pursuant to this Section 2.20, and the execution by way the replacement Lender of an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Defaulting Lender hereunder, and (y) assign to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereofAcceptance, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes Lender hereunder. No such termination of the Commitments of any such Lender and the purchase of the Loans of any such Lender pursuant to this Agreement and Section 2.20 shall no longer have affect (A) any obligations liability or rights hereunder obligation of Borrower or any other Lender to such terminated Lender which accrued on or prior to the date of such termination (other than the Obligations in respect of which the assignment purchase price is being paid) or (B) the rights of such terminated Lender hereunder in respect of any obligations such liability or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)obligation.

Replacement Lenders. The Parent Borrower may, at any time and so long as no Default or Event of Default has then occurred and is continuing, replace any Lender (i) that has requested compensation from the Borrower under SECTION 2.15 or 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under SECTION 2.15(D) or (iii) that shall refuse to fund, or otherwise default in the funding, of its own cost ratable share of any Borrowing requested and expense may designate permitted to be made hereunder and such refusal has not been withdrawn or such default has not been cured within three (3) Business Days after the Borrower has given such Lender written notice thereof, in any case under clauses (i) through (iii) above by written notice to such Lender and the Administrative Agent identifying one or more Persons each of which shall be an Eligible Assignee with and reasonably acceptable to the prior written consent of the Administrative Agent (each, a "Replacement Lender," and acceptable collectively, the "Replacement Lenders") to each Fronting Letter of Credit replace such Lender (the "Replaced Lender"), PROVIDED that (a) the notice from the Borrower to the Replaced Lender and the Swingline LenderAdministrative Agent provided for hereinabove shall specify an effective date for such replacement (the "REPLACEMENT EFFECTIVE DATE"), such consent not to which shall be unreasonably withheld, conditioned or delayed at least five (a “Replacement Lender”) to assume all or any part of the Commitments and the obligations of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (105) Business Days after such notice is given, (b) as of such designation the Defaulting relevant Replacement Effective Date, each Replacement Lender shall enter into an Assignment and Acceptance with the Replaced Lender pursuant to SECTION 10.7, pursuant to which such Replacement Lenders collectively shall acquire, in such proportion among them as they may agree with the Borrower and the Administrative Agent, all (but not less than all) of the Commitment and outstanding Loans of the Replaced Lender, and, in connection therewith, shall pay (x) sell to such Replacement the Replaced Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of an Assignment and Assumption for a as the purchase price in respect thereof, an amount equal to the sum as of the Replacement Effective Date (unless such Defaulting Lender agrees to a lesser amount in writingwithout duplication) of (1) the outstanding unpaid principal amount of, and all accrued but unpaid interest on, all outstanding Loans of the Accommodations made by such Defaulting LenderReplaced Lender and (2) all accrued but unpaid fees owing to the Replaced Lender under SECTION 2.8(B), plus all interest accrued and unpaid thereon and all other (y) to the Administrative Agent, for its own account, any amounts owing to such Defaulting the Administrative Agent by the Replaced Lender hereunderunder SECTION 2.3(B), and (yc) assign all other obligations of the Borrower owing to such Replacement the Replaced Lender (other than those specifically described in clause (b) above in respect of which the Commitments assignment purchase price has been, or is concurrently being, paid), including, without limitation, amounts payable under SECTION 2.15(A) and (B) which give rise to the replacement of such Defaulting Lender. In Replaced Lender and amounts payable under SECTION 2.17 as a result of the event any Defaulting Lender fails actions required to execute the Assignment and Assumption in connection with an assignment pursuant to be taken under this SectionSECTION 2.19, the Agent may, but only after such Defaulting Lender has been shall be paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice by the Borrower to the Defaulting Lender, execute such agreement Replaced Lender on behalf of the Defaulting Lender, and each Lender hereby grants or prior to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)Effective Date.

Replacement Lenders. The Parent at its own cost If (a) the Borrower becomes obligated to pay additional amounts to any Lender pursuant to SECTION 5.1 or 5.3 as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and expense has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within sixty (60) days of being on notification of such condition, or (b) a Lender invokes the provisions of SECTION 5.2, in each case the Borrower may designate an Eligible Assignee with the prior written consent of another bank which is reasonably acceptable to the Agent (and acceptable such bank being herein called a "Replacement Lender") to each Fronting Letter purchase for cash all of Credit the Loans of such Lender and the Swingline Lender), such consent not to be unreasonably withheld, conditioned or delayed (a “Replacement Lender”) to assume all or any part of the Commitments and the obligations of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s 's rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lenderhereunder, without recourse uponto or warranty (other than title) by, warranty by or expense to to, such Defaulting Lender, by way of an Assignment and Assumption Lender for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all other amounts owing Loans payable to such Defaulting Lender hereunderplus any accrued but unpaid interest on such Loans and accrued but unpaid commitment and other fees, expense reimbursements and (y) assign to such indemnities in respect of that Lender's Commitments. If the Replacement Lender is prepared to so purchase, such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an issuer of Letters of Credit, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding sixty (60) days from the Commitments of such Defaulting Lender. In date the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Borrower designates a Replacement Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for thereupon such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender shall be deemed to not longer be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer party hereto or have any obligations or rights hereunder (other than any obligations or except rights which according which, pursuant to the provisions of this Agreement shall Agreement, survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and the repayment of the Loans), and the Replacement Lender shall no longer have any succeed to such obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)rights.

Replacement Lenders. The Parent at its own cost Lenders party hereto and expense may designate the Administrative Agent agree that the Borrowers shall have the right on or before the Non-Extended Maturity Date to replace, in whole or in part (but if in part, in an Eligible Assignee with the prior written consent aggregate principal amount of not less than $5,000,000 unless each of the Agent (and acceptable to each Fronting Letter of Credit Lender Borrower Representative and the Swingline Administrative Agent otherwise consent) (other than in the case of the replacement of all of a Non-Extending Lender’s interest under the Credit Agreement), such consent not to be unreasonably withheldthe Commitment of any Non-Extending Lender with increases in the outstanding Commitments of one or more Extending Lenders or with new Commitments of one or more other lenders or financial institutions or other entities that will become “Lenders” (each, conditioned or delayed (a “Replacement Lender”), subject (in the case of the replacement of Commitments of any Non-Extending Lenders) to assume the payment at par of all or any part amounts, including principal and accrued interest and fees, owing to such Non-Extending Lender with respect to the portion of the Commitments and being replaced under the obligations of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Credit Agreement. Each Replacement Lender shall (xi) sell be subject to the consent of the applicable Borrowers and the Administrative Agent (such Replacement Lenderconsent, without recourse uponin each case, warranty by or expense to such Defaulting Lender, by way of shall not be unreasonably withheld) and (ii) have entered into an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all or other amounts owing to such Defaulting Lender hereunder, and (y) assign to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice documentation reasonably satisfactory to the Defaulting Lender, execute such agreement on behalf of applicable Borrowers and the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Administrative Agent pursuant to Section 18.01(3) hereof, which such Replacement Lender shall assume all or part of the outstanding Commitment of such Non-Extending Lender or shall agree to have a new or additional Commitment under which Loans may be deemed to be a “Lender” for purposes borrowed only from the date of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations reduction in or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive daysCommitment of such Non-Extending Lender; provided that after giving effect to any such replacement, the aggregate amount of the outstanding Commitments under the Credit Agreement shall not exceed the total Commitments. For the avoidance of doubt, after the Fourth Amendment Effective Date and on or before the Non-Extended Maturity Date, any Non-Extending Lender that has not been replaced may, upon written notice to the Administrative Agent and with the consent of the applicable Borrowers, at their own cost and expenseextend all its Commitment, may repay in full all outstanding obligations under converting such Lender (as to the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligationsportion so extended) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting into an Extending Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments).

Replacement Lenders. The Parent If any Lender shall assert that any adoption or change of the type described in Section 2.13 hereof has occurred with respect to it or shall assert (together with other Lenders comprising the Requisite Lenders for purposes of such Section) that any event described in Section 2.05(b) has occurred with respect to it, or if any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.05(b), Section 2.08(b) or Section 2.16, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its own cost expense and expense effort, upon notice to such Lender and the Agent, require such Lender to, and such Lender promptly shall, assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.10), all its interest, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may designate be another Lender, if a Lender accepts such assignment); provided that (i) if such assignee is not a Lender or an Eligible Assignee with Affiliate thereof, the Borrower shall have received the prior written consent of the Agent (and acceptable to each Fronting Letter of Credit Lender and the Swingline Lender), such which consent shall not to be unreasonably withheldwithheld or delayed, conditioned or delayed (a “Replacement Lender”ii) to assume all or any part of the Commitments and the obligations of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way have received payment of an Assignment and Assumption for a purchase price amount equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lenderits Loans and participations in Letters of Credit, plus all accrued interest thereon, accrued and unpaid thereon fees and all other amounts owing payable to it hereunder, from the assignee (at least to the extent of such Defaulting Lender hereunderoutstanding principal) and 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 2.14 or payments required to be made pursuant to Section 2.08(b) or Section 2.16, such assignment will result in a reduction in such compensation or payments compared to the compensation or payments payable to the assigning Lender, and (yiv) assign in the case of Section 2.05(b), no such assignment shall be made unless all Lenders making such assertion are replaced. Third Amended and Restated Credit Agreement A Lender shall not be required to make any such Replacement assignment and delegation if, prior thereto, as a result of a waiver by such Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Sectionor otherwise, the Agent may, but only after circumstances entitling the Borrower to require such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, assignment and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Defaulting Lender shall delegation no longer exist or cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)apply.

Replacement Lenders. The Parent at its own cost and expense Within thirty (30) days after (a) any Lender has demanded compensation from the Borrower pursuant to Section Section 5.2.2(a), 5.6 or 5.7 hereof, (b) there shall have occurred a change in law with respect to any Lender as a consequence of which it shall have become unlawful for such Lender to make a Eurodollar Rate Loan on any Drawdown Date, as described in Section 5.5 hereof or (c) any Lender shall be a Specified Non-Consenting Lender (any such Lender described in the foregoing clauses (a), (b) or (c) is hereinafter referred to as an "AFFECTED LENDER"), the Borrower may designate an Eligible Assignee with request that the prior written consent Lenders other than the Affected Lenders (the "NON-AFFECTED LENDERS") acquire all, but not less than all, of the Agent (Affected Lender's outstanding Revolving Credit Loans and acceptable assume all, but not less than all, of the Affected Lender's Commitment. If the Borrower so requests, the Non-Affected Lenders may elect to each Fronting Letter acquire all or any portion of the Affected Lender's outstanding Revolving Credit Lender Loans and the Swingline Lender), such consent not to be unreasonably withheld, conditioned or delayed (a “Replacement Lender”) to assume all or any part portion of the Commitments Affected Lender's Commitment. If the Non-Affected Lenders do not elect to acquire and assume all of the obligations Affected Lender's outstanding Revolving Credit Loans and Commitment, the Borrower may designate a replacement bank or banks, which must be satisfactory to the Administrative Agent, to acquire and assume that portion of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount Revolving Credit Loans and Commitment of the Accommodations made Affected Lender not being acquired and assumed by such Defaulting Lender, plus the Non-Affected Lenders. The provisions of Section 19 hereof shall apply to all interest accrued and unpaid thereon and all other amounts owing to such Defaulting Lender hereunder, and (y) assign to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment reallocations pursuant to this SectionSection 5.11, and the Agent may, but only after such Defaulting Affected Lender has been paid in full what it is entitled and any Non-Affected Lenders and/or replacement banks which are to be paid under this Section, upon two (2) Business Days’ prior notice acquire the Revolving Credit Loans and Commitment of the Affected Lender shall execute and deliver to the Defaulting LenderAdministrative Agent, execute in accordance with the provisions of Section 19 hereof, such agreement on behalf of the Defaulting LenderAssignments and Acceptances and other instruments, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent including, without limitation, Revolving Credit Notes, as are required pursuant to Section 18.01(3) hereof, 19 hereof to give effect to such Replacement reallocations. Any Non-Affected Lenders and/or replacement banks which are to acquire the Revolving Credit Loans and Commitment of the Affected Lender shall be deemed to be a “Lender” Eligible Assignees for all purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive Section 19 hereof. On the termination effective date of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive daysapplicable Assignments and Acceptances, the BorrowersBorrower shall pay to the Affected Lender all interest accrued on its Revolving Credit Loans up to but excluding such date, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed along with any fees payable to such Defaulting Affected Lender and terminate in full all of the Commitment held by hereunder up to but excluding such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)date.

Replacement Lenders. The Parent at its own cost At any time within sixty days after (a) any payment by the Borrower of any amount pursuant to Section 2.14 hereof that the Borrower reasonably deems to be material, or (b) any failure of any Lender to make any Advance under Section 4.02 hereof that each other Lender has made, the Borrower, by writing addressed to the Administrative Lender and expense each Lender that requested the payment of such amount or refused to make an Advance, may designate nominate or propose an Eligible Assignee with Transferee that is willing to become the prior written consent assignee of the Agent (Commitment and acceptable to each Fronting Letter other obligations of Credit such Lender and the Swingline Lender), such consent not to be unreasonably withheld, conditioned or delayed (a “"Replacement Lender”") pursuant to assume all or any part of the Commitments and the obligations of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect theretoSection 11.04 hereof, and within ten (10) fifteen Business Days after receipt of such designation proposal from the Defaulting Borrower, each such Lender shall (x) sell execute and deliver to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of the Administrative Lender an Assignment and Assumption for Acceptance of its entire Commitment in favor of the proposed Replacement Lender in accordance with Section 11.04 hereof unless, prior to the expiration of such period, the Administrative Lender shall have notified the Borrower and such Lender that the proposed Replacement Lender is not reasonably acceptable to the Administrative Lender; provided, that in no event will (i) any Lender -------- be required to enter into an Assignment and Acceptance at a purchase price equal less than par plus accrued interest and prorated fees and other costs due hereunder to the effective date thereof, (unless such Defaulting Lender agrees to a lesser amount in writingii) the outstanding principal amount of Administrative Lender or any Lender be obligated to assist the Accommodations made by Borrower in identifying any Eligible Transferees that are willing to become such Defaulting Lender, plus all interest accrued and unpaid thereon and all other amounts owing to a Replacement Lender or (iii) any such Defaulting Lender hereunderassignment be required if consummation conflicts with any Applicable Law. The remedy provided herein is in addition to, and (y) assign to such Replacement not in lieu of any other rights or remedies, in law or equity, that the Borrower may have against a Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender shall be deemed to be a “Lender” for purposes any breach of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of referenced in this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)Section.

Replacement Lenders. The Parent In the event that (i) a DIP L/C Lender is an Affected Lender, (ii) a DIP L/C Lender’s capital status, as determined by its principal federal or state supervisor or other applicable Governmental Authority (if applicable), is rated at or below “undercapitalized,” (iii) S&P or Xxxxx’x shall, after the date that any Person becomes a DIP L/C Lender, downgrade the long-term certificate of deposit or unsecured long-term debt ratings of such Lender, and the resulting ratings shall be below BBB- or Baa3, respectively, or the equivalent, or (iv) in the case of a DIP L/C Lender that does not have a long-term certificate of deposit rating provided by both S&P and Xxxxx’x or a long-term unsecured debt rating provided by both S&P and Xxxxx’x, such DIP L/C Lender, as applicable, suffers a material adverse change in its own cost and expense may designate an Eligible Assignee with financial condition or a material impairment in its ability to honor its obligation to fund any Loan or to reimburse the prior written consent of the Agent (and acceptable to each Fronting DIP Letter of Credit Lender Issuer for any Reimbursement Obligation pursuant to Section 2.6.1, each DIP Letter of Credit Issuer and, in the case of an event described in clauses (i) through (iii) above, the Borrower shall have the right, but not the obligation, upon notice to such DIP L/C Lender, as applicable, and the Swingline Administrative Agent, to replace such DIP L/C Lender), such consent not to be unreasonably withheldas applicable, conditioned or delayed with a financial institution (a “Replacement Lender”) acceptable to assume all or any part of the Commitments Borrower and the obligations of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of Administrative Agent (such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Defaulting Lender hereunder, and (y) assign to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled consents not to be paid under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute unreasonably withheld or delayed; provided that no such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which consent shall be coupled with an interest) for such purpose. Upon such assumption and purchase by required if the Replacement Lender is an existing DIP L/C Lender and subject upon .the occurrence of any event described in clauses (i) through (iv) above, each such DIP L/C Lender, as applicable, hereby agrees to acceptance transfer and recording assign (in accordance with this Section 12.11) all of such Assignment its Commitments and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement other rights and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured including Reimbursement Obligations) owed to such Defaulting Replacement Lender; provided that (i) such assignment shall be without recourse, representation or warranty (other than that such Lender owns the Commitments, Loans and terminate Notes being assigned, free and clear of any Liens) and (ii) the purchase price paid by the Replacement Lender shall be in full the amount of such DIP L/C Lender’s Synthetic Deposit and its Percentage of outstanding Reimbursement Obligations, in each case, together with all of accrued and unpaid interest and fees in respect thereof, plus all other amounts (other than the Commitment held amounts (if any) demanded and unreimbursed under Sections 4.2 through (and including) 4.6, which shall be paid by the Borrower), owing to such Defaulting DIP L/C Lender hereunder. Upon any such termination or assignment, such DIP L/C Lender, and upon such repayment and termination such Defaulting Lender as applicable, shall cease to be a “Lender” for purposes party hereto but shall continue to be entitled to the benefits of, and subject to the obligations of, any provisions of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall that by their terms survive the termination of the Commitments)this Agreement.

Replacement Lenders. The Parent at its own cost and expense may designate an Eligible Assignee with the prior written consent of the Agent (and acceptable to each Fronting Letter of Credit Lender and the Swingline Lender)Borrowers may, such consent not to be unreasonably withheldin their sole discretion, conditioned or delayed (a “Replacement Lender”) to assume all or any part of the Commitments and the obligations of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within on ten (10) Business Days of such designation Days' prior written notice to the Defaulting Lender shall (x) sell to such Replacement Administrative Agent and a Lender, without recourse uponcause such Lender to (and such Lender shall) assign pursuant to Section 11.01 hereof, warranty all of its rights and obligations under this Agreement (other than with respect to outstanding Competitive Bid Loans) and under the TROL Credit Documents to an Eligible Assignee designated by or expense the Borrowers which is willing to such Defaulting Lender, by way of an Assignment and Assumption become a Lender for a purchase price equal to the sum of (unless such Defaulting Lender agrees to a lesser amount in writingi) the outstanding principal amount of the Accommodations made by Loans payable to such Defaulting Lender, plus all together with any accrued but unpaid interest on such Loans, any accrued but unpaid fees with respect to such Lender's Revolving Credit Commitment and unpaid thereon and all any other amounts payable to such Lender under this Agreement, plus (ii) the outstanding principal amounts of the Series A Loans and Series B Loans (as such terms are defined in the TROL Credit Documents, and hereinafter respectively referred to as the "Series A Loans" and "Series B Loans") payable to such Lender, together with any accrued but unpaid interest on such Series A Loans and Series B Loans, any accrued but unpaid fees with respect to such Lender's commitment under the TROL Credit Documents and any other amounts payable to such Lender under the TROL Credit Documents; provided, that any expenses or other amounts which would be owing to such Defaulting Lender hereunderpursuant to any indemnification provision hereunder or under the TROL Credit Documents shall be payable by the Borrowers as if the Borrowers had prepaid the Loans, the Series A Loans and (y) assign to such Replacement Lender the Commitments Series B Loans of such Defaulting LenderLender rather than such Lender having assigned its interest thereunder. In The Borrowers or the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid Eligible Assignee under this Section, upon two (2) Business Days’ prior notice to Section shall pay the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, applicable processing fee under Section 11.01 and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations similar processing fees under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)TROL Credit Documents.

Replacement Lenders. The Parent at Borrower may, in its own cost and expense may designate an Eligible Assignee with the prior written consent of the Agent (and acceptable to each Fronting Letter of Credit Lender and the Swingline Lender)sole discretion, such consent not to be unreasonably withheld, conditioned or delayed (a “Replacement Lender”) to assume all or any part of the Commitments and the obligations of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within on ten (10) Business Days of such designation Days’ prior written notice to the Defaulting Lender shall (x) sell to such Replacement Administrative Agent and a Lender, without recourse uponcause a Lender that (a) is or may become entitled to receive any indemnification payment, warranty by additional amount or expense other compensation under this Article IV or that fails to make Loans for the reasons provided in this Article IV or (b) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), to (and such Defaulting Lender, by way of Lender shall) assign pursuant to Section 11.1 hereof (with such Lender being deemed to have executed an Assignment and Assumption for the purpose of effecting such assignment), all of its rights and obligations under this Agreement to another Lender, an Affiliate of another Lender or a Person reasonably acceptable to the Administrative Agent and designated by the Borrower which is willing to become a Lender for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by Loans payable to such Defaulting Lender, plus all together with any accrued but unpaid interest on such Loans, any accrued but unpaid fees with respect to such Lender’s Revolving Credit Commitment and unpaid thereon and all any other amounts payable to such Lender under this Agreement; provided, that any expenses or other amounts which would be owing to such Defaulting Lender hereunder, and (y) assign pursuant to any indemnification provision hereunder shall be payable by the Borrower to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting The replacement Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to Section shall pay the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to applicable processing fee under Section 18.01(3) hereof, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)11.1.”

Replacement Lenders. The Parent at Borrower may, in its own cost and expense may designate an Eligible Assignee with the sole discretion, on prior written notice to the Administrative Agent and a Lender, cause a Lender that (a) is or may become entitled to receive any indemnification payment, additional amount or other compensation under this Article IV or that fails to make Loans for the reasons provided in this Article IV, (b) is a Defaulting Lender or (c) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Agent Required Lenders has been obtained) to (and acceptable such Lender shall) assign pursuant to each Fronting Letter of Credit Section 11.1 hereof (with such Lender and the Swingline Lender), such consent not being deemed to be unreasonably withheld, conditioned or delayed (a “Replacement Lender”) to assume all or any part of the Commitments and the obligations of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of have executed an Assignment and Assumption for the purpose of effecting such assignment), all of its rights and obligations under this Agreement to another Lender, an Affiliate of another Lender or a Person reasonably acceptable to the Administrative Agent and designated by the Borrower which is willing to become a Lender for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by Loans payable to such Defaulting Lender, plus all together with any accrued but unpaid interest on such Loans, any accrued but unpaid fees with respect to such Xxxxxx’s Revolving Credit Commitment and unpaid thereon and all any other amounts payable to such Lender under this Agreement; provided, that any expenses or other amounts which would be owing to such Defaulting Lender hereunder, and (y) assign pursuant to any indemnification provision hereunder shall be payable by the Borrower to such Replacement Lender the Commitments of such Defaulting Lender. In The replacement Lender under this Section shall pay the event any Defaulting Lender fails applicable processing fee under Section 11.1. Each party hereto agrees that an assignment required pursuant to execute the this paragraph may be effected pursuant to an Assignment and Assumption in connection with an assignment pursuant to this Sectionexecuted by the Borrower, the Administrative Agent may, but only after and the assignee and that the Lender required to make such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender shall be deemed to assignment need not be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)party thereto.

Replacement Lenders. The Parent Borrower may, at any time and so long as no Default or Event of Default has then occurred and is continuing, replace any Lender (i) that has requested compensation from the Borrower under Section 2.15 or 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(d) or (iii) that shall refuse to fund, or otherwise default in the funding, of its own cost ratable share of any Borrowing requested and expense may designate permitted to be made hereunder and such refusal has not been withdrawn or such default has not been cured within three (3) Business Days after the Borrower has given such Lender written notice thereof, in any case under clauses (i) through (iii) above by written notice to such Lender and the Administrative Agent identifying one or more Persons each of which shall be an Eligible Assignee with and reasonably acceptable to the prior written consent of the Administrative Agent (and acceptable to each Fronting Letter of Credit Lender and the Swingline Lender)each, such consent not to be unreasonably withheld, conditioned or delayed (a “Replacement Lender,” and collectively, the “Replacement Lenders”) to assume all or any part of replace such Lender (the Commitments “Replaced Lender”); provided that (a) the notice from the Borrower to the Replaced Lender and the obligations of any Defaulting Lender hereunderAdministrative Agent provided for hereinabove shall specify an effective date for such replacement (the “Replacement Effective Date”), and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten which shall be at least five (105) Business Days after such notice is given, (b) as of such designation the Defaulting relevant Replacement Effective Date, each Replacement Lender shall enter into an Assignment and Acceptance with the Replaced Lender pursuant to Section 10.7, pursuant to which such Replacement Lenders collectively shall acquire, in such proportion among them as they may agree with the Borrower and the Administrative Agent, all (but not less than all) of the Commitment and outstanding Loans of the Replaced Lender, and, in connection therewith, shall pay (x) sell to such Replacement the Replaced Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of an Assignment and Assumption for a as the purchase price in respect thereof, an amount equal to the sum as of the Replacement Effective Date (unless such Defaulting Lender agrees to a lesser amount in writingwithout duplication) of (1) the outstanding unpaid principal amount of, and all accrued but unpaid interest on, all outstanding Loans of the Accommodations made by such Defaulting LenderReplaced Lender and (2) all accrued but unpaid fees owing to the Replaced Lender under Section 2.8(b), plus all interest accrued and unpaid thereon and all other (y) to the Administrative Agent, for its own account, any amounts owing to such Defaulting the Administrative Agent by the Replaced Lender hereunderunder Section 2.3(b), and (yc) assign all other obligations of the Borrower owing to such Replacement the Replaced Lender (other than those specifically described in clause (b) above in respect of which the Commitments assignment purchase price has been, or is concurrently being, paid), including, without limitation, amounts payable under Sections 2.15(a) and (b) which give rise to the replacement of such Defaulting Lender. In Replaced Lender and amounts payable under Section 2.17 as a result of the event any Defaulting Lender fails actions required to execute the Assignment and Assumption in connection with an assignment pursuant to be taken under this SectionSection 2.18, the Agent may, but only after such Defaulting Lender has been shall be paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice by the Borrower to the Defaulting Lender, execute such agreement Replaced Lender on behalf of the Defaulting Lender, and each Lender hereby grants or prior to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments)Effective Date.