Common use of Replacement of Participants Clause in Contracts

Replacement of Participants. (a) If (i) any Participant shall make demand for payment under Section 14.3 or 14.5, or shall deliver any notice to the Administrative Agent pursuant to Section 14.1 resulting in the suspension of certain obligations of such Participant with respect to the accrual of Yield based upon the Term SOFR Rate, (ii) any Participant is a Non-Renewing Participant, (iii) any Participant shall refuse to consent to any amendment, modification or waiver which has been approved by the Required Participants but can only become effective upon the consent of all Participants, all Rent Assignees, each Participant affected thereby or each Rent Assignee affected thereby, as the case may be, or (iv) any Recipient becomes subject to a Withholding Tax or any other Tax in respect of which Lessee is required to pay additional amounts pursuant to Section 13.4, then within sixty (60) days of such demand, failure to consent or refusal, Lessee may elect to replace such Participant as a party to this Participation Agreement (or, if later with respect to any Non-Renewing Participant, prior to the Renewal Effective Date); provided that, concurrently with such replacement, (1) another Eligible Assignee designated by the Lessee shall agree, as of such date, to (x) purchase for cash all (but not less than all) of the outstanding Participant Balance of such Participant being replaced (other than amounts, if any, paid by the Lessee pursuant to subclause (2) below) pursuant to an Assignment Agreement and (y) become a Participant for all purposes under this Participation Agreement and to comply with the requirements of Section 12.1, and (2) Lessee shall pay to such Participant being replaced in same day funds on the day of such replacement (x) all interest, fees and other amounts then accrued but unpaid to such Participant by Lessee hereunder to and including the date of termination (other than amounts, if any, paid by the replacement Participant pursuant to subclause (1) above), and (y) an amount, if any, which would have been due to such Participant under Section 14.4 hereof if such Participant’s Rent Assignment Contribution and/or Lessor Amount had been prepaid rather than assigned.

Replacement of Participants. (a) If (i) any Participant shall make demand for payment under Section 14.3 or 14.5, or shall deliver any notice to the Administrative Agent pursuant to Section 14.1 resulting in the suspension of certain obligations of such Participant the Participants with respect to the accrual of Yield based upon the Term SOFR RateLIBO Rate Advances, (ii) any Participant is a Non-Renewing Participant, (iii) any Participant shall refuse to consent to any amendment, modification or waiver which has been approved by the Required Participants but can only become effective upon the consent of all Participants, all Rent AssigneesLenders, each Participant affected thereby or each Rent Assignee Lender affected thereby, as the case may be, or (iv) any Recipient becomes subject to a Withholding Tax or any other Tax in respect of which Lessee is required to pay additional amounts pursuant to Section 13.4, then within sixty (60) days of such demand, failure to consent or refusal, Lessee may elect to replace such Participant as a party to this Participation Agreement (or, if later with respect to any Non-Renewing Participant, prior to the Renewal Effective Date); provided that, concurrently with such replacement, (1) another Eligible Assignee designated by the Lessee shall agree, as of such date, to (x) purchase for cash all (but not less than all) of the outstanding Participant Balance of such Participant being replaced (other than amounts, if any, paid by the Lessee pursuant to subclause (2) below) pursuant to an Assignment Agreement and (y) become a Participant for all purposes under this Participation Agreement and to comply with the requirements of Section 12.1, and (2) Lessee shall pay to such Participant being replaced in same day funds on the day of such replacement (x) all interest, fees and other amounts then accrued but unpaid to such Participant by Lessee hereunder to and including the date of termination (other than amounts, if any, paid by the replacement Participant pursuant to subclause (1) above), and (y) an amount, if any, which would have been due to such Participant under Section 14.4 hereof if such Participant’s Rent Assignment Contribution Loans and/or Lessor Amount had been prepaid rather than assigned.

Replacement of Participants. If a Participant (a) If (i) any Participant shall make demand for payment under Section 14.3 or 14.5, or shall deliver any notice to the Administrative Agent pursuant to Section 14.1 resulting in the suspension of certain obligations of such Participant with respect to the accrual of Yield based upon the Term SOFR Rate, (ii) any Participant is a “Non-Renewing Consenting Participant, (iii”) any Participant shall refuse refuses to consent to any an amendment, modification or waiver which has been approved by the Required Participants but can only become effective upon the of this Agreement that, pursuant to Section 10.01, requires consent of all Participants, all Rent Assignees, each Participant affected thereby (any such Participant, a “Subject Participant”), so long as (a) no Event of Default shall have occurred and be continuing and the Borrower has obtained a commitment from another Participant or each Rent an Eligible Assignee affected thereby, as to purchase at par the case may be, or Subject Participant’s Advances and assume the Subject Participant’s Commitments and all other obligations of the Subject Participant hereunder and (ivb) any Recipient becomes subject to a Withholding Tax or any other Tax in respect of which Lessee is required to pay additional amounts pursuant to Section 13.4, then within sixty (60) days of such demand, failure to consent or refusal, Lessee may elect to replace such Participant as a party to this Participation Agreement (or, if later is not an Issuing Bank with respect to any NonLetters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Bank (such as a “back-Renewing to-back” letter of credit) are made), the Borrower may require the Subject Participant to assign all of its Advances and Commitments to such other Participant, prior Participants, Eligible Assignee or Eligible Assignees pursuant to the Renewal Effective Date)provisions of Section 10.06; provided that, prior to or concurrently with such replacement, (1i) another Eligible Assignee designated by the Lessee Subject Participant shall agreehave received payment in full of all principal, as of such date, to (x) purchase for cash all (but not less than all) of the outstanding Participant Balance of such Participant being replaced (other than amounts, if any, paid by the Lessee pursuant to subclause (2) below) pursuant to an Assignment Agreement and (y) become a Participant for all purposes under this Participation Agreement and to comply with the requirements of Section 12.1, and (2) Lessee shall pay to such Participant being replaced in same day funds on the day of such replacement (x) all interest, fees and other amounts then (including all amounts under Sections 2.10 and/or 2.12 (if applicable)) through such date of replacement, plus the amount of, and interest accrued but unpaid to with respect to, any Deposit of such Participant by Lessee hereunder to and including a release from its obligations under the date Loan Documents, (ii) all of termination (other than amounts, if any, paid by the replacement Participant pursuant to subclause (1) above), and (y) an amount, if any, which would have been due to requirements for such Participant under Section 14.4 hereof if such Participant’s Rent Assignment Contribution and/or Lessor Amount had been prepaid rather than assigned.assignment contained in Section

Replacement of Participants. In the event that the Lessee requests, in accordance with Section 19.1 of the Master Lease, that the Base Lease Term be extended and one or more Participants fail to consent to such request, then, pursuant to the written request of the Lessee, the Lessor shall be permitted to replace any non-consenting Participant (aeach, a "Non-Consenting Participant") If with a replacement bank or other financial institution (a "Replacement Participant") satisfactory to the Lessee, with such replacement to be effective as of the Expiration Date and Maturity Date in effect prior to the requested extension; provided that (i) such replacement does not conflict with any Participant shall make demand for payment under Section 14.3 or 14.5, or shall deliver any notice to the Administrative Agent pursuant to Section 14.1 resulting in the suspension Requirement of certain obligations of such Participant with respect to the accrual of Yield based upon the Term SOFR RateLaw, (ii) any the Replacement Participant is a shall purchase from the Non-Renewing ParticipantConsenting Participant (A) at par, all Loans, in the case of a Lender, and all Equity Amounts, in the case of the Lessor, (B) all accrued interest, in the case of a Lender, and all accrued Equity Yield, in the case of the Lessor, and (C) all other amounts owing to such NonConsenting Participant on or prior to the date of replacement, in each case, (iii) the Lessee shall be liable to such NonConsenting Participant under Article XIII if any Participant shall refuse to consent to any amendment, modification Loan or waiver which has been approved by the Required Participants but can only become effective upon the consent of all Participants, all Rent Assignees, each Participant affected thereby or each Rent Assignee affected therebyEquity Amount, as the case may be, owing to such Non-Consenting Participant shall be prepaid (or purchased) other than on the last day of the Interest Period or Interest Periods relating thereto, (iv) any Recipient becomes such replacement shall be made in accordance with the provisions of Article XII (provided that the Lessee or the relevant Replacement Participant shall be obligated to pay the Transaction Expenses arising in connection therewith) and (v) the Replacement Participant shall have agreed to be subject to a Withholding Tax or any other Tax in respect all of which Lessee is required to pay additional amounts pursuant to Section 13.4, then within sixty the terms and conditions of the applicable Operative Documents (60) days including the extension of such demand, failure to consent or refusal, Lessee may elect to replace such Participant as a party to this Participation Agreement (or, if later with respect to any Non-Renewing Participant, prior to the Renewal Effective Date); provided that, concurrently with such replacement, (1) another Eligible Assignee designated Maturity Date contemplated by the relevant request for extension). The Participants hereby agree to cooperate with the Lessee shall agreeor the Lessor, as the case may be, in its efforts to arrange one or more Replacement Participants as contemplated by this Section b. Transfers of such date, to (x) purchase for cash all (but not less than all) of the outstanding Participant Balance of such Participant being replaced (other than amounts, if any, paid by the Lessee pursuant to subclause (2) below) pursuant to an Assignment Agreement and (y) become a Participant for all purposes under this Participation Agreement and to comply with the requirements of Section 12.1, and (2) Lessee shall pay to such Participant being replaced in same day funds on the day of such replacement (x) all interest, fees and other amounts then accrued but unpaid to such Participant by Lessee hereunder to and including the date of termination (other than amounts, if any, paid by the replacement Participant pursuant to subclause (1) above), and (y) an amount, if any, which would have been due to such Participant under Section 14.4 hereof if such Participant’s Rent Assignment Contribution and/or Lessor Amount had been prepaid rather than assigned.Participants' Interests

Replacement of Participants. If any Participant shall (a) If become a Defaulting Participant more than once, (ib) continue as a Defaulting Participant for more than five (5) Business Days at any Participant shall make time, (c) deliver, pursuant to Subparagraph 2.12(b), a notice of a Change of Law which does not affect Majority Participants, (d) demand for any payment under Section 14.3 Subparagraph 2.12(c), 2.12(d) or 14.5, or shall deliver any notice 2.13(a) for a reason which is not applicable to the Administrative Agent pursuant to Section 14.1 resulting in the suspension of certain obligations of such Participant with respect to the accrual of Yield based upon the Term SOFR Rate, (ii) any Participant is a Non-Renewing Participant, (iii) any Participant shall refuse to consent to any amendment, modification or waiver which has been approved by the Required Participants but can only become effective upon the consent of all Majority Participants, all Rent Assignees, each Participant affected thereby or each Rent Assignee affected thereby, as the case may be, or (ive) any Recipient becomes subject to deny a Withholding Tax or any other Tax in respect of which Lessee is required to pay additional amounts Lease Extension Request made pursuant to Section 13.4Subparagraph 2.09(b), then Agent may (or upon the written request of Lessee if no Event of Default has occurred and is continuing, shall) replace such Participant (the "affected Participant"), or cause such affected Participant to be replaced, with another financial institution (the "replacement Participant") satisfying the requirements of an Eligible Assignee under Subparagraph 7.05(b), by having the affected Participant sell and assign all of its rights and obligations under this Agreement and the other Operative Documents to the replacement Participant pursuant to Subparagraph 7.05(b); provided, however, that if Lessee seeks to exercise such right, it must do so within sixty (60) days after it first receives notice of the event, condition or demand giving rise to such demandright, failure or within thirty (30) days after such notice in the case a denial of a Lease Extension Request, and no Lessor Party shall have any obligation to consent identify or refusallocate a replacement Participant for Lessee. Upon receipt by any affected Participant of a written notice from Agent stating that Agent is exercising the replacement right set forth in this Paragraph 2.15, Lessee may elect to replace such affected Participant as a party to shall sell and assign all of its rights and obligations under this Participation Agreement (or, if later with respect to any Non-Renewing Participant, prior and the other Operative Documents to the Renewal Effective Date); provided that, concurrently with such replacement, (1) another Eligible Assignee designated by the Lessee shall agree, as of such date, to (x) purchase for cash all (but not less than all) of the outstanding replacement Participant Balance of such Participant being replaced (other than amounts, if any, paid by the Lessee pursuant to subclause (2) below) pursuant to an Assignment Agreement and (ySubparagraph 7.05(b) become for a Participant for all purposes under this Participation Agreement purchase price equal to the sum of its portion of the Outstanding Lease Amount or any Portion thereof, the accrued and to comply with unpaid portion of the requirements of Section 12.1, and (2) Lessee shall pay Base Rent relating to such Participant being replaced in same day funds on the day portion and its ratable share of such replacement (x) all interest, fees and other amounts then accrued but unpaid to such Participant by Lessee hereunder to and including the date of termination (other than amounts, if any, paid by the replacement Participant pursuant to subclause (1) above), and (y) an amount, if any, which would have been due to such Participant under Section 14.4 hereof if such Participant’s Rent Assignment Contribution and/or Lessor Amount had been prepaid rather than assignedit is entitled.

Replacement of Participants. If any Participant shall (a) If become a Defaulting Participant more than once, (ib) continue as a Defaulting Participant for more than five (5) Business Days at any Participant shall make demand for payment under Section 14.3 or 14.5time, or shall deliver any notice to the Administrative Agent (c) deliver, pursuant to Section 14.1 resulting in the suspension Subparagraph 2.12(b), a notice of certain obligations a Change of such Participant with respect to the accrual of Yield based upon the Term SOFR Rate, (ii) any Participant is a Non-Renewing Participant, (iii) any Participant shall refuse to consent to any amendment, modification or waiver Law which has been approved by the Required Participants but can only become effective upon the consent of all does not affect Majority Participants, all Rent Assignees, each Participant affected thereby or each Rent Assignee affected thereby, as the case may be, or (ivd) demand any Recipient becomes subject payment under Subparagraph 2.12(c), 2.12(d) or 2.13(a) for a reason which is not applicable to a Withholding Tax Majority Participants, then Agent may (or any upon the written request of Lessee if no Event of Default has occurred and is continuing, shall) replace such Participant (the "affected Participant"), or cause such affected Participant to be replaced, with another financial institution (the "replacement Participant") satisfying the requirements of an Eligible Assignee under Subparagraph 7.05(b), by having the affected Participant sell and assign all of its rights and obligations under this Agreement and the other Tax in respect of which Lessee is required Operative Documents to pay additional amounts the replacement Participant pursuant to Section 13.4Subparagraph 7.05(b); provided, then however, that if Lessee seeks to exercise such right, it must do so within sixty (60) days after it first receives notice of the event, condition or demand giving rise to such demandright, failure and no Lessor Party shall have any obligation to consent identify or refusallocate a replacement Participant for Lessee. Upon receipt by any affected Participant of a written notice from Agent stating that Agent is exercising the replacement right set forth in this Paragraph 2.15, Lessee may elect to replace such affected Participant as a party to shall sell and assign all of its rights and obligations under this Participation Agreement (or, if later with respect to any Non-Renewing Participant, prior and the other Operative Documents to the Renewal Effective Date); provided that, concurrently with such replacement, (1) another Eligible Assignee designated by the Lessee shall agree, as of such date, to (x) purchase for cash all (but not less than all) of the outstanding replacement Participant Balance of such Participant being replaced (other than amounts, if any, paid by the Lessee pursuant to subclause (2) below) pursuant to an Assignment Agreement and (ySubparagraph 7.05(b) become for a Participant for all purposes under this Participation Agreement purchase price equal to the sum of its portion of the Outstanding Lease Amount, the accrued and to comply with unpaid portion of the requirements of Section 12.1, and (2) Lessee shall pay Base Rent relating to such Participant being replaced in same day funds on the day portion and its ratable share of such replacement (x) all interest, fees and other amounts then accrued but unpaid to such Participant by Lessee hereunder to and including the date of termination (other than amounts, if any, paid by the replacement Participant pursuant to subclause (1) above), and (y) an amount, if any, which would have been due to such Participant under Section 14.4 hereof if such Participant’s Rent Assignment Contribution and/or Lessor Amount had been prepaid rather than assignedit is entitled.

Replacement of Participants. (a) If (i) any Participant shall make demand for payment under Section 12.3, 13.4(e), 14.3 or 14.5, or shall deliver any notice to the Administrative Agent pursuant to Section 14.1 resulting in the suspension of certain obligations of such Participant the Participants with respect to the accrual of Yield based upon the Term SOFR RateLIBO Rate Advances, (ii) any Participant the Administrative Agent notifies Lessee that such Rent Assignee is a Non-Renewing ParticipantDefaulting Rent Assignee under Section 3.5(b), (iii) any Participant fails to consent to a Renewal Option Request pursuant to Section 4.7, or (iv) any Participant shall refuse to consent to any amendment, modification or waiver which has been approved by the Required Participants but can only become effective upon the consent of all Participants, all Rent Assignees, each Participant affected thereby or each Rent Assignee affected thereby, as the case may be, or (iv) any Recipient becomes subject to a Withholding Tax or any other Tax in respect of which Lessee is required to pay additional amounts pursuant to Section 13.4, then within sixty (60) days of such demand, failure to consent notice or refusal, Lessee may elect to replace demand that such Participant as a party assign its interest in accordance with this Section 14.9 to this Participation Agreement (or, if later with respect to any Non-Renewing Participant, prior to the Renewal Effective Date); provided that, concurrently with such replacement, (1) another one or more Eligible Assignee Assignees designated by the Lessee shall agree, as of such date, to (x) purchase for cash and all (but not less than all) of such Participant’s Commitment(s), Fundings and its Rent Assignment Contribution and Lessor Amount, as applicable, within the outstanding Participant Balance of next thirty (30) days but such Participant being replaced (other than amounts, if any, paid by the Lessee pursuant shall be entitled to subclause (2) below) pursuant to an Assignment Agreement and (y) become a Participant for all purposes under this Participation Agreement and to comply with the requirements of Section 12.1, and (2) Lessee shall pay to such Participant being replaced in same day funds on the day of such replacement (x) all interest, fees and other amounts then accrued but unpaid to such Participant by Lessee hereunder to and including the date of termination (other than amounts, if any, paid by the replacement Participant pursuant to subclause (1) above), and (y) an amount, if any, any amount which would have been due to such Participant it under Section 14.4 hereof if such Participant’s Rent Assignment Contribution and/or Lessor Amount Fundings had been prepaid rather than assigned. If any such Eligible Assignee designated by Lessee shall fail to consummate such assignment on terms acceptable to such Participant and as otherwise provided in Sections 12.1(a) and 12.1(b), or if Lessee shall fail to designate any such Eligible Assignee for all of such Participant’s Commitment or Fundings, then such Participant may assign such Commitment and Fundings to any other Eligible Assignee in accordance with this Section 14.9 and as otherwise provided in Sections 12.1(a) and 12.1(b) during such 30-day period.

Replacement of Participants. If any Participant shall (a) If become a Defaulting Participant more than once in a period of twelve (i12) consecutive months, (b) continue as a Defaulting Participant for more than five (5) Business Days at any Participant shall make demand for payment under Section 14.3 or 14.5time, or shall deliver any notice to the Administrative Agent (c) deliver, pursuant to Section 14.1 resulting in the suspension Subparagraph 2.12(b), a notice of certain obligations a Change of such Participant with respect to the accrual of Yield based upon the Term SOFR Rate, (ii) Law which does not affect any Participant is a Non-Renewing other Participant, (iii) any Participant shall refuse to consent to any amendment, modification or waiver which has been approved by the Required Participants but can only become effective upon the consent of all Participants, all Rent Assignees, each Participant affected thereby or each Rent Assignee affected thereby, as the case may be, or (ivd) demand any Recipient becomes subject payment under Subparagraph 2.12(c), 2.12(d) or 2.13(a) for a reason which is not applicable to a Withholding Tax or any other Tax in respect Participant, then Agent may (or upon the written request of which Lessee if no Event of Default has occurred and is required continuing, shall) replace such Participant (the "affected Participant"), or cause such affected Participant to pay additional amounts be replaced, with another Person (the "replacement Participant") satisfying the requirements of an Eligible Assignee under Subparagraph 7.05(b), by having the affected Participant sell and assign all of its rights and obligations under this Agreement and the other Operative Documents to the replacement Participant pursuant to Section 13.4Subparagraph 7.05(b); provided, then however, that if Lessee seeks to exercise such right, it must do so within sixty (60) days after it first knows of the event, condition or demand giving rise to such demandright, failure and no Lessor Party shall have any obligation to consent identify or refusallocate a replacement Participant for Lessee. Upon receipt by any affected Participant of a written notice from Agent stating that Agent is exercising the replacement right set forth in this Paragraph 2.15, Lessee may elect to replace such affected Participant as a party to shall sell and assign all of its rights and obligations under this Participation Agreement (or, if later with respect to any Non-Renewing Participant, prior and the other Operative Documents to the Renewal Effective Date); provided that, concurrently with such replacement, (1) another Eligible Assignee designated by the Lessee shall agree, as of such date, to (x) purchase for cash all (but not less than all) of the outstanding replacement Participant Balance of such Participant being replaced (other than amounts, if any, paid by the Lessee pursuant to subclause (2) below) pursuant to an Assignment Agreement and (ySubparagraph 7.05(b) become for a Participant for all purposes under this Participation Agreement purchase price equal to the sum of its portion of the Outstanding Lease Amount, the accrued and to comply with unpaid portion of the requirements of Section 12.1, and (2) Lessee shall pay Base Rent relating to such Participant being replaced in same day funds on the day portion and its ratable share of such replacement (x) all interest, fees and other amounts then accrued but unpaid to such Participant by Lessee hereunder to and including the date of termination (other than amounts, if any, paid by the replacement Participant pursuant to subclause (1) above), and (y) an amount, if any, which would have been due to such Participant under Section 14.4 hereof if such Participant’s Rent Assignment Contribution and/or Lessor Amount had been prepaid rather than assignedit is entitled.

Replacement of Participants. (a) If (i) any Participant shall make demand for payment under Section 14.3 or 14.5, or shall deliver any notice to the Administrative Agent pursuant to Section 14.1 resulting in the suspension of certain obligations of such Participant the Participants with respect to the accrual of Yield based upon the Term SOFR RateRate Advances, (ii) the Administrative Agent notifies Lessee that any Participant Interest Party is a Non-Renewing Participant, (iiiDefaulting Participant Interest Party under Section 3.5(b),(iii) any Participant fails to consent to a Renewal Option Request pursuant to Section 4.7,(iv) any Participant shall refuse to consent to any amendment, modification or waiver which has been approved by the Required Participants but can only become effective upon the consent of all Participants, all Rent Assignees, each Participant affected thereby or each Rent Assignee affected thereby, as the case may be, or (ivv) any Recipient becomes subject to a Withholding Tax or any other Tax in respect of which Lessee is required to pay additional amounts or indemnity payments pursuant to Section 13.4, then 13.4,then within sixty (60) days of such demand, failure to consent notice or refusal, Lessee may elect to replace demand that such Participant as a party assign its interest in accordance with this Section 14.9 to this Participation Agreement (or, if later with respect to any Non-Renewing Participant, prior to the Renewal Effective Date); provided that, concurrently with such replacement, (1) another one or more Eligible Assignee Assignees designated by the Lessee shall agree, as of such date, to (x) purchase for cash and all (but not less than all) of such Participant’s Commitment(s), Fundings and its Participant Interest Contribution and Lessor Amount, as applicable, within the outstanding Participant Balance of next thirty (30) days but such Participant being replaced (other than amounts, if any, paid by the Lessee pursuant shall be entitled to subclause (2) below) pursuant to an Assignment Agreement and (y) become a Participant for all purposes under this Participation Agreement and to comply with the requirements of Section 12.1, and (2) Lessee shall pay to such Participant being replaced in same day funds on the day of such replacement (x) all interest, fees and other amounts then accrued but unpaid to such Participant by Lessee hereunder to and including the date of termination (other than amounts, if any, paid by the replacement Participant pursuant to subclause (1) above), and (y) an amount, if any, any amount which would have been due to such Participant it under Section 14.4 hereof if such Participant’s Rent Assignment Contribution and/or Lessor Amount Fundings had been prepaid rather than assigned. If any such Eligible Assignee designated by the Lessee shall fail to consummate such assignment on terms acceptable to such Participant and as otherwise provided in Sections 12.1(a) and 12.1(b), or if the Lessee shall fail to designate any such Eligible Assignee for all of such Participant’s Commitment or Fundings, then such Participant may assign such Commitment and Fundings to any other Eligible Assignee in accordance with this Section 14.9 and as otherwise provided in Sections 12.1(a) and 12.1(b) during such 30-day period.

Replacement of Participants. (a) If (i) any Participant shall make demand for payment under Section 12.3, 13.4(e), 14.3 or 14.5, or shall deliver any notice to the Administrative Agent pursuant to Section 14.1 resulting in the suspension of certain obligations of such Participant the Participants with respect to the accrual of Yield based upon the Term SOFR RateLIBO Rate Advances, (ii) any Participant the Administrative Agent notifies Lessee that such Rent Assignee is a Non-Renewing ParticipantDefaulting Rent Assignee under Section 3.5(b), (iii) any Participant fails to consent to a Renewal Option Request pursuant to Section 4.7, or (iv) any Participant shall refuse to consent to any amendment, modification or waiver which has been approved by the Required Participants but can only become effective upon the consent of all Participants, all Rent Assignees, each Participant affected thereby or each Rent Assignee affected thereby, as the case may be, or (iv) any Recipient becomes subject to a Withholding Tax or any other Tax in respect of which Lessee is required to pay additional amounts pursuant to Section 13.4, then within sixty (60) days of such demand, failure to consent notice or refusal, Lessee may elect to replace demand that such Participant as a party assign its interest in accordance with this Section 14.9 to this Participation Agreement (or, if later with respect to any Non-Renewing Participant, prior to the Renewal Effective Date); provided that, concurrently with such replacement, (1) another one or more Eligible Assignee Assignees designated by the Lessee shall agree, as of such date, to (x) purchase for cash and all (but not less than all) of such Participant’s Commitment(s), Fundings and its Rent Assignment Contribution and Lessor Amount, as applicable, within the outstanding Participant Balance of next thirty (30) days but such Participant being replaced (other than amounts, if any, paid by the Lessee pursuant shall be entitled to subclause (2) below) pursuant to an Assignment Agreement and (y) become a Participant for all purposes under this Participation Agreement and to comply with the requirements of Section 12.1, and (2) Lessee shall pay to such Participant being replaced in same day funds on the day of such replacement (x) all interest, fees and other amounts then accrued but unpaid to such Participant by Lessee hereunder to and including the date of termination (other than amounts, if any, paid by the replacement Participant pursuant to subclause (1) above), and (y) an amount, if any, any amount which would have been due to such Participant it under Section 14.4 hereof if such Participant’s Rent Assignment Contribution and/or Lessor Amount Fundings had been prepaid rather than assigned. If any such Eligible Assignee designated by Lessee shall fail to consummate such assignment on terms acceptable to such Participant and as otherwise provided in Sections 12.1(a) and 12.1(b), or if Lessee shall fail to designate any such Eligible Assignee for all of such Participant’s Commitment or Fundings, then such Participant may assign such Commitment and Fundings to any other Eligible Assignee in accordance with this Section 14.9 and as otherwise provided in Sections 12.1(a) and 12.1(b) during such 30‑day period.

Replacement of Participants. If any Participant shall (a) If become a Defaulting Participant more than one (i1) time in a period of twelve (12) consecutive months, (b) continue as a Defaulting Participant for more than five (5) Business Days at any Participant shall make demand for payment under Section 14.3 or 14.5time, or shall deliver any notice to the Administrative Agent (c) deliver, pursuant to Section 14.1 resulting in the suspension Subparagraph 2.12(b), a notice of certain obligations a Change of such Participant with respect to the accrual of Yield based upon the Term SOFR Rate, (ii) Law which does not affect any Participant is a Non-Renewing other Participant, (iii) any Participant shall refuse to consent to any amendment, modification or waiver which has been approved by the Required Participants but can only become effective upon the consent of all Participants, all Rent Assignees, each Participant affected thereby or each Rent Assignee affected thereby, as the case may be, or (ivd) demand any Recipient becomes subject payment under Subparagraph 2.12(c), 2.12(d) or 2.13(a) for a reason which is not applicable to a Withholding Tax or any other Tax in respect Participant, then Agent may (or upon the written request of which Lessee is required Lessee, shall) replace such Participant (the "affected Participant"), or cause such affected Participant to pay additional amounts be replaced, with another financial institution (the "replacement Participant") satisfying the requirements of an Assignee Participant under Subparagraph 7.05(b), by having the affected Participant sell and assign all of its rights and obligations under this Agreement and the other Operative Documents to the replacement Participant pursuant to Section 13.4Subparagraph 7.05(b); provided, then however, that if Lessee seeks to exercise such right, it must do so within sixty (60) days after it first knows or should have known of the occurrence of the event or events giving rise to such demandright, failure and no Lessor Party shall have any obligation to consent identify or refusallocate a replacement Participant for Lessee. Upon receipt by any affected Participant of a written notice from Agent stating that Agent is exercising the replacement right set forth in this Paragraph 2.15, Lessee may elect to replace such affected Participant as a party to shall sell and assign all of its rights and obligations under this Participation Agreement (or, if later with respect to any Non-Renewing Participant, prior and the other Operative Documents to the Renewal Effective Date); provided that, concurrently with such replacement, (1) another Eligible Assignee designated by the Lessee shall agree, as of such date, to (x) purchase for cash all (but not less than all) of the outstanding replacement Participant Balance of such Participant being replaced (other than amounts, if any, paid by the Lessee pursuant to subclause (2) below) pursuant to an Assignment Agreement and (ySubparagraph 7.05(b) become for a Participant for all purposes under this Participation Agreement purchase price equal to the sum of its portion of the Outstanding Lease Amount, the accrued and to comply with unpaid portion of the requirements of Section 12.1, and (2) Lessee shall pay Base Rent relating to such Participant being replaced in same day funds on the day portion and its ratable share of such replacement (x) all interest, fees and other amounts then accrued but unpaid to such Participant by Lessee hereunder to and including the date of termination (other than amounts, if any, paid by the replacement Participant pursuant to subclause (1) above), and (y) an amount, if any, which would have been due to such Participant under Section 14.4 hereof if such Participant’s Rent Assignment Contribution and/or Lessor Amount had been prepaid rather than assignedit is entitled.

Replacement of Participants. If any Participant shall (a) If become a Defaulting Participant more than two (i2) times in a period of twelve (12) consecutive months, (b) continue as a Defaulting Participant for more than five (5) Business Days at any Participant shall make demand for payment under Section 14.3 or 14.5time, or shall deliver any notice to the Administrative Agent (c) deliver, pursuant to Section 14.1 resulting in Subparagraph 2.12(a), a notice that any LIBOR Rental Rate cannot be adequately and reasonably determined or that any LIBOR Rental Rate does not adequately and fairly reflect the suspension of certain obligations of cost to such Participant with respect to the accrual of Yield based upon the Term SOFR Rate, (ii) funding its shares of any Participant Portion and such a notice is a Non-Renewing Participant, (iii) any Participant shall refuse to consent to any amendment, modification or waiver which has been approved not delivered by the Required Participants but can only become effective upon the consent of all Participants, (d) deliver, pursuant to Subparagraph 2.12(b), a notice of a Change of Law which does not affect all Rent Assignees, each Participant affected thereby or each Rent Assignee affected thereby, as the case may beParticipants, or (ive) demand any Recipient becomes subject payment under Subparagraph 2.12(c), 2.12(d) or 2.13(a) for a reason which is not applicable to a Withholding Tax all Participants, then Agent may (or any upon the written request of Lessee if no Event of Default has occurred and is continuing, shall) replace such Participant (the "affected Participant"), or cause such affected Participant to be replaced, with another financial institution (the "replacement Participant") satisfying the requirements of an Eligible Assignee under Subparagraph 7.05(b), by having the affected Participant sell and assign all of its rights and obligations under this Agreement and the other Tax in respect of which Lessee is required Operative Documents to pay additional amounts the replacement Participant pursuant to Section 13.4Subparagraph 7.05(b); provided, then however, that if Lessee seeks to exercise such right, it must do so within sixty (60) days after it first receives notice of the event, condition or demand giving rise to such demandright, failure and no Lessor Party shall have any obligation to consent identify or refusallocate a replacement Participant for Lessee. Upon receipt by any affected Participant of a written notice from Agent stating that Agent is exercising the replacement right set forth in this Paragraph 2.15, Lessee may elect to replace such affected Participant as a party to shall sell and assign all of its rights and obligations under this Participation Agreement (or, if later with respect to any Non-Renewing Participant, prior and the other Operative Documents to the Renewal Effective Date); provided that, concurrently with such replacement, (1) another Eligible Assignee designated by the Lessee shall agree, as of such date, to (x) purchase for cash all (but not less than all) of the outstanding replacement Participant Balance of such Participant being replaced (other than amounts, if any, paid by the Lessee pursuant to subclause (2) below) pursuant to an Assignment Agreement and (ySubparagraph 7.05(b) become for a Participant for purchase price equal to the sum of its portion of the Outstanding Lease Amount, the accrued and unpaid portion of the Base Rent relating to such portion, all purposes amounts payable under this Participation Agreement and to comply with the requirements of Section 12.1Paragraph 2.14, and (2) Lessee shall pay its ratable share of all fees to such Participant being replaced in same day funds on the day of such replacement (x) all interest, fees and other amounts then accrued but unpaid to such Participant by Lessee hereunder to and including the date of termination (other than amounts, if any, paid by the replacement Participant pursuant to subclause (1) above), and (y) an amount, if any, which would have been due to such Participant under Section 14.4 hereof if such Participant’s Rent Assignment Contribution and/or Lessor Amount had been prepaid rather than assignedit is entitled.