Common use of Substitute Lenders Clause in Contracts

Substitute Lenders. In the event any Lender does not agree to any ------------------ extension by the date provided pursuant to Section 2.06(e) hereof, then, unless a Default or an Event of Default shall have occurred and be continuing, the Borrower may, not later than 10 days following the expiration of the Extension Request Period, designate one or more other banks (each such bank being herein called a "Substitute Lender"), which may include any of the Lenders, acceptable ----------------- to the Administrative Agent (which acceptance will not be unreasonably withheld), to assume such non-consenting Lender's Commitment hereunder and to purchase, on or before the date such Lender's Loans would otherwise be required to be paid or prepaid hereunder, the Loans and Notes of such Lender and such Lender's rights hereunder in respect thereof, without recourse to or representation or warranty by, or expense to, such Lender. In such event, the purchase price shall be equal to the outstanding principal amount of the Loans and Notes payable to such Lender plus any accrued but unpaid interest on such Loans and Notes and accrued but unpaid facility and usage fees in respect of such Lender's Commitment. Upon such assumption and purchase and the receipt by such Lender of any other amounts payable to it by the Borrower under this Agreement, and subject to the execution and delivery to the Administrative Agent and such Lender by the Substitute Lender of documentation reasonably satisfactory to the Administrative Agent and such Lender pursuant to which such Substitute Lender shall assume the obligations of such original Lender under this Agreement in respect of its Loans, Notes and Commitment and agree to become a "Lender" hereunder (if not already a Lender) to the extent of the Commitments, Loans and Notes assumed and purchased, the Substitute Lender shall succeed to the rights, obligations and benefits of such Lender hereunder in such respect (except for such rights, obligations and benefits of the Lender as have accrued (other than principal, accrued interest or facility and usage fees ) or are required to be performed by it on or prior to the date of such assumption and purchase) (and such Lender shall be released from its Commitment except for any liability arising or relating to any event occurring prior to the date of such assumption and purchase) and the Substitute Lender shall be deemed to have agreed to the relevant extension of the Revolving Termination Date and, anything in Section 2.06(e) to the contrary notwithstanding, whether such extension is effective shall be determined accordingly; provided that following any such assumption and purchase the Commitments of each Substitute Lender (including any Commitments theretofore held by it) shall be not less than $10,000,000.

Substitute Lenders. In If at any time (a) the event Borrower becomes obligated to compensate any Lender does not agree to any ------------------ extension by the date provided for additional amounts pursuant to Section 2.06(e3.4 or is required to pay Indemnified Taxes or additional amounts to any Lender or to any taxing authority for the account of any Lender pursuant to Section 3.6 or (b) hereofany Lender becomes a Defaulting Lender (in any such case, thenan “Unwanted Lender”), unless a Default or an Event of Default shall have occurred and be continuing, then the Borrower may, not on ten (10) Business Days’ prior written notice to the Agent and such Unwanted Lender replace the Unwanted Lender by causing the Unwanted Lender to (and the Unwanted Lender shall be obligated to) assign and transfer its rights and obligations under this Agreement pursuant to Section 12.10.4 to another Lender that has agreed to accept such assignment and transfer or to another person selected by the Borrower that is acceptable to the Agent (acting in its discretion exercised reasonably) (a “Replacement Lender”) for a purchase price equal to the Loan Obligations owing to the Unwanted Lender, including all accrued interest and Fees and other amounts payable hereunder, together with such amount as would be payable to the Unwanted Lender under Section 12.2.1 if the Rateable Share of the Unwanted Lender in each outstanding Loan were actually being paid by the Borrower instead of being purchased by way of assignment and transfer pursuant to Section 12.10.4; provided that (i) neither the Agent nor any Lender shall have any obligation to the Borrower to find a Replacement Lender, (ii) in circumstances where an Unwanted Lender is sought to be replaced pursuant to this Section 12.10.10, in order for the Borrower to be entitled to replace such Unwanted Lender, such replacement must, save in the case of a Defaulting Lender, take place no later than 10 ninety (90) days following after the expiration of date the Extension Request PeriodUnwanted Lender shall have notified the Agent that it had become an Unwanted Lender, designate one (iii) in no event shall the Unwanted Lender be required to pay or more other banks (each surrender to such bank being herein called a "Substitute Lender"), which may include Replacement Lender any of the Lendersprincipal, acceptable ----------------- to the Administrative Agent (which acceptance will not be unreasonably withheld)interest, to assume such non-consenting Lender's Commitment hereunder and to purchase, on Fees or before the date such Lender's Loans would otherwise be required to be paid or prepaid hereunder, the Loans and Notes of such Lender and such Lender's rights hereunder in respect thereof, without recourse to or representation or warranty by, or expense to, such Lender. In such event, the purchase price shall be equal to the outstanding principal amount of the Loans and Notes payable to such Lender plus any accrued but unpaid interest on such Loans and Notes and accrued but unpaid facility and usage fees in respect of such Lender's Commitment. Upon such assumption and purchase and the receipt by such Lender of any other amounts payable to it received by the Borrower under this Agreement, and subject to the execution and delivery to the Administrative Agent and such Lender by the Substitute Lender of documentation reasonably satisfactory to the Administrative Agent and such Unwanted Lender pursuant to which such Substitute Lender shall assume the obligations of such original Lender under this Agreement in respect of its Loans, Notes and Commitment and agree (iv) the Borrower shall only be entitled to become a "Lender" hereunder (replace an Unwanted Lender pursuant to this Section 12.10.10 if not already a Lender) to the extent of the Commitments, Loans and Notes assumed and purchased, the Substitute Lender shall succeed to the rights, obligations and benefits of such Lender hereunder in such respect (except for such rights, obligations and benefits of the Lender as have accrued (other than principal, accrued interest or facility and usage fees ) or are required to be performed by it on or prior to the date of such assumption and purchase) (and such Lender shall be released from its Commitment except for any liability arising or relating to any event occurring prior to the date of such assumption and purchase) and the Substitute Lender shall be deemed to have agreed to the relevant extension of the Revolving Termination Date and, anything in Section 2.06(e) to the contrary notwithstanding, whether such extension no Default has occurred which is effective shall be determined accordingly; provided that following any such assumption and purchase the Commitments of each Substitute Lender (including any Commitments theretofore held by it) shall be not less than $10,000,000continuing.

Substitute Lenders. In the event any Lender does not ------------------ agree to any ------------------ extension by the date provided pursuant to Section 2.06(e) hereof, then, unless a Default or an Event of Default shall have occurred and be continuing, the Borrower may, not later than 10 days following the expiration of the Extension Request Period, designate one or more other banks (each such bank being herein called a "Substitute Lender"), which may include any of the ----------------- Lenders, acceptable ----------------- to the Administrative Agent (which acceptance will not be unreasonably withheld), to assume such non-consenting Lender's Commitment hereunder and to purchase, on or before the date such Lender's Loans would otherwise be required to be paid or prepaid hereunder, the Loans and Notes of such Lender and such Lender's rights hereunder in respect thereof, without recourse to or representation or warranty by, or expense to, such Lender. In such event, the purchase price shall be equal to the outstanding principal amount of the Loans and Notes payable to such Lender plus any accrued but unpaid interest on such Loans and Notes and accrued but unpaid facility and usage fees in respect of such Lender's Commitment. Upon such assumption and purchase and the receipt by such Lender of any other amounts payable to it by the Borrower under this Agreement, and subject to the execution and delivery to the Administrative Agent and such Lender by the Substitute Lender of documentation reasonably satisfactory to the Administrative Agent and such Lender pursuant to which such Substitute Lender shall assume the obligations of such original Lender under this Agreement in respect of its Loans, Notes and Commitment and agree to become a "Lender" hereunder (if not already a Lender) to the extent of the Commitments, Loans and Notes assumed and purchased, the Substitute Lender Xxxxxxxxxx Xxxxxx shall succeed to the rights, obligations and benefits of such Lender hereunder in such respect (except for such rights, obligations and benefits of the Lender as have accrued (other than principal, accrued interest or facility and usage fees fees) or are required to be performed by it on or prior to the date of such assumption and purchase) (and such Lender shall be released from its Commitment except for any liability arising or relating to any event occurring prior to the date of such assumption and purchase) and the Substitute Lender shall be deemed to have agreed to the relevant extension of the Revolving Termination Date and, anything in Section 2.06(e) to the contrary notwithstanding, whether such extension is effective shall be determined accordingly; provided that following any such assumption and purchase the -------- Commitments of each Substitute Lender (including any Commitments theretofore held by it) shall be not less than $10,000,000.

Substitute Lenders. In the event any Lender does not agree to any ------------------ extension by the date provided pursuant to Section 2.06(e) hereof, then, unless a Default or an Event of Default shall have occurred and be continuing, the Borrower may, not later than 10 days following the expiration of the Extension Request Period, designate one or more other banks (each such bank being herein called a "Substitute Lender"), which may include any of the Lenders, acceptable ----------------- to the Administrative Agent (which acceptance will not be unreasonably withheld), to assume such non-consenting Lender's Commitment hereunder and to purchase, on or before the date such Lender's Loans would otherwise be required to be paid or prepaid hereunder, the Loans and Notes of such Lender and such Lender's rights hereunder in respect thereof, without recourse to or representation or warranty by, or expense to, such Lender. In such event, the purchase price shall be equal to the outstanding principal amount of the Loans and Notes payable to such Lender plus any accrued but unpaid interest on such Loans and Notes and accrued but unpaid facility and usage fees in respect of such Lender's Commitment. Upon such assumption and purchase and the receipt by such Lender of any other amounts payable to it by the Borrower under this Agreement, and subject to the execution and delivery to the Administrative Agent and such Lender by the Substitute Lender of documentation reasonably satisfactory to the Administrative Agent and such Lender pursuant to which such Substitute Lender shall assume the obligations of such original Lender under this Agreement in respect of its Loans, Notes and Commitment and agree to become a "Lender" hereunder (if not already a Lender) to the extent of the Commitments, Loans and Notes assumed and purchased, the Substitute Lender shall succeed to the rights, obligations and benefits of such Lender hereunder in such respect (except for such rights, obligations and benefits of the Lender as have accrued (other than principal, accrued interest or facility and usage fees fees) or are required to be performed by it on or prior to the date of such assumption and purchase) (and such Lender shall be released from its Commitment except for any liability arising or relating to any event occurring prior to the date of such assumption and purchase) and the Substitute Lender shall be deemed to have agreed to the relevant extension of the Revolving Termination Date and, anything in Section 2.06(e) to the contrary notwithstanding, whether such extension is effective shall be determined accordingly; provided that following any such assumption and purchase the Commitments of each Substitute Lender (including any Commitments theretofore held by it) shall be not less than $10,000,000.

Substitute Lenders. In the event any Lender does not agree to any ------------------ extension by the date provided pursuant to Section 2.06(e2.06(f) hereof, then, unless a Default or an Event of Default shall have occurred and be continuing, the Borrower may, not later than 10 days following the expiration of the Extension Request Period, designate one or more other banks (each such bank being herein called a "Substitute Lender"), which may include any of the Lenders, acceptable ----------------- to the Administrative Agent (which acceptance will not be unreasonably withheld), to assume such non-consenting Lender's 364-Day Commitment hereunder and to purchase, on or before the date such Lender's 364-Day Revolving Loans would otherwise be required to be paid or prepaid hereunder, the 364-Day Revolving Loans and 364-Day Notes of such Lender and such Lender's rights hereunder in respect thereof, without recourse to or representation or warranty by, or expense to, such Lender. In such event, the purchase price shall be equal to the outstanding principal amount of the 364-Day Revolving Loans and 364-Day Notes payable to such Lender plus any accrued but unpaid interest on such Loans and Notes and accrued but unpaid facility and usage fees in respect of such Lender's 364-Day Commitment. Upon such assumption and purchase and the receipt by such Lender of any other amounts payable to it by the Borrower under this Agreement, and subject to the execution and delivery to the Administrative Agent and such Lender by the Substitute Lender of documentation reasonably satisfactory to the Administrative Agent and such Lender pursuant to which such Substitute Lender shall assume the obligations of such original Lender under this Agreement in respect of its 364-Day Revolving Loans, 364-Day Notes and 364- Day Commitment and agree to become a "Lender" hereunder (if not already a Lender) to the extent of the Commitments, Loans and Notes assumed and purchased, the Substitute Lender shall succeed to the rights, obligations and benefits of such Lender hereunder in such respect (except for such rights, obligations and benefits of the Lender as have accrued (other than principal, accrued interest or facility and usage fees ) or are required to be performed by it on or prior to the date of such assumption and purchase) (and such Lender shall be released from its 364-Day Commitment except for any liability arising or relating to any event occurring prior to the date of such assumption and purchase) and the Substitute Lender shall be deemed to have agreed to the relevant extension of the 364-Day Revolving Termination Date and, anything in Section 2.06(e2.06(f) to the contrary notwithstanding, whether such extension is effective shall be determined accordingly; provided that following any such assumption and purchase the Commitments 364- Day Commitment of each Substitute Lender (including any Commitments 364-Day Commitment theretofore held by it) shall be not less than $10,000,000.

Substitute Lenders. In If at any time the event Borrower becomes obligated to compensate any Lender does not agree to any ------------------ extension by the date provided for additional amounts pursuant to Section 2.06(e) hereof7.5 or increased payments pursuant to Subsection 7.8.1(d), thenor any Lender becomes an Affected Lender and either ceases to make its Rateable Share available in any Libor Loans pursuant to Subsection 7.6.1 or Section 7.7 or ceases to make its Rateable Share in any Borrowing by way of Bankers' Acceptances pursuant to Subsection 7.6.2, unless a Default or an Event of Default shall have occurred and be continuing, then the Borrower may, not on 10 Business Days' prior written notice to the Agent and such Affected Finance Party replace the Affected Finance Party by causing the Affected Finance Party to (and the Affected Finance Party shall be obligated to) assign and transfer its rights and obligations under this Agreement pursuant to Subsection 16.10.4 to another Lender that has agreed to accept such assignment and transfer or to another Person selected by the Borrower that is acceptable to the Agent, acting in its discretion exercised reasonably, (a "Replacement Lender") for a purchase price equal to the Loan Obligations owing to the Affected Finance Party, including all accrued interest and Fees and other amounts payable hereunder, together with such amount as would be payable to the Affected Finance Party under Subsection 16.2.1 if the Rateable Share of the Affected Finance Party in each outstanding Advance were actually being paid by the Borrower instead of being purchased by way of assignment and transfer pursuant to Subsection 16.10.4; provided that (i) neither the Agent nor any Lender shall have any obligation to the Borrower to find a Replacement Lender, (ii) in circumstances where an Affected Finance Party is sought to be replaced pursuant to this Subsection 16.10.10, in order for the Borrower to be entitled to replace such Affected Finance Party, such replacement must take place no later than 10 90 days following after the expiration of date the Extension Request PeriodAffected Finance Party shall have notified the Agent that it had become an Affected Finance Party, designate one (iii) in no event shall the Affected Finance Party be required to pay or more other banks (each surrender to such bank being herein called a "Substitute Lender"), which may include Replacement Lender any of the Lendersprincipal, acceptable ----------------- to the Administrative Agent (which acceptance will not be unreasonably withheld)interest, to assume such non-consenting Lender's Commitment hereunder and to purchase, on Fees or before the date such Lender's Loans would otherwise be required to be paid or prepaid hereunder, the Loans and Notes of such Lender and such Lender's rights hereunder in respect thereof, without recourse to or representation or warranty by, or expense to, such Lender. In such event, the purchase price shall be equal to the outstanding principal amount of the Loans and Notes payable to such Lender plus any accrued but unpaid interest on such Loans and Notes and accrued but unpaid facility and usage fees in respect of such Lender's Commitment. Upon such assumption and purchase and the receipt by such Lender of any other amounts payable to it received by the Borrower under this Agreement, and subject to the execution and delivery to the Administrative Agent and such Lender by the Substitute Lender of documentation reasonably satisfactory to the Administrative Agent and such Lender Affected Finance Party pursuant to which such Substitute Lender shall assume the obligations of such original Lender under this Agreement in respect of its Loans, Notes and Commitment and agree (iv) the Borrower shall only be entitled to become a "Lender" hereunder (replace an Affected Finance Party pursuant to this Subsection 16.10.10 if not already a Lender) to the extent of the Commitments, Loans and Notes assumed and purchased, the Substitute Lender shall succeed to the rights, obligations and benefits of such Lender hereunder in such respect (except for such rights, obligations and benefits of the Lender as have accrued (other than principal, accrued interest or facility and usage fees ) or are required to be performed by it on or prior to the date of such assumption and purchase) (and such Lender shall be released from its Commitment except for any liability arising or relating to any event occurring prior to the date of such assumption and purchase) and the Substitute Lender shall be deemed to have agreed to the relevant extension of the Revolving Termination Date and, anything in Section 2.06(e) to the contrary notwithstanding, whether such extension is effective shall be determined accordingly; provided that following any such assumption and purchase the Commitments of each Substitute Lender (including any Commitments theretofore held by it) shall be not less than $10,000,000no Default has occurred.

Substitute Lenders. In If at any time the event Borrower becomes obligated to compensate any Lender does not agree to any ------------------ extension by the date provided for additional amounts pursuant to Section 2.06(e7.7, or any Lender becomes an Affected Lender and either ceases to make its Rateable Share available in any LIBOR Loans pursuant to Section 7.8(a) hereofor Section 7.9 or ceases to make its Rateable Share in any Borrowing by way of Acceptances pursuant to Section 7.8(b) (in any such case, thena “Non-Funding Lender”), unless a Default or an Event of Default shall have occurred and be continuing, then the Borrower may, not later than on 10 days following Business Days’ prior written notice to the expiration Administration Agent and such Non-Funding Lender replace the Non-Funding Lender by causing the Non- Funding Lender to (and the Non-Funding Lender shall be obligated to) assign and transfer its rights and obligations under this Agreement pursuant to Section 14.10(f) to another Lender that has agreed to accept such assignment and transfer or otherwise to another Person selected by the Borrower that is acceptable to the Administration Agent, acting in its discretion exercised reasonably, (a “Replacement Lender”) for a purchase price equal to the Loan Obligations owing to the Non-Funding Lender, including all accrued interest and fees and other amounts payable hereunder, together with such amount as would be payable to the Non-Funding Lender under Section 14.2(a) if the Rateable Share of the Extension Request PeriodNon-Funding Lender in each outstanding Advance were actually being paid by the Borrower instead of being purchased by way of assignment and transfer pursuant to Section 14.10(f); provided that (i) the Administration Agent and no Lender shall have any obligation to the Borrower to find a Replacement Lender, designate one or more other banks (each such bank being herein called ii) in circumstances where a "Substitute Lender"Non-Funding Lender is sought to be replaced pursuant to this Section 14.10(j), which may include in order for the Borrower to be entitled to replace such Non-Funding Lender, such replacement must take place no later than, as applicable, 90 days after the date the Non-Funding Lender shall have notified the Administration Agent that it had become an Affected Lender, (iii) in no event shall the Non-Funding Lender be required to pay or surrender to such Replacement Lender any of the Lendersprincipal, acceptable ----------------- to the Administrative Agent (which acceptance will not be unreasonably withheld)interest, to assume such non-consenting Lender's Commitment hereunder and to purchase, on fees or before the date such Lender's Loans would otherwise be required to be paid or prepaid hereunder, the Loans and Notes of such Lender and such Lender's rights hereunder in respect thereof, without recourse to or representation or warranty by, or expense to, such Lender. In such event, the purchase price shall be equal to the outstanding principal amount of the Loans and Notes payable to such Lender plus any accrued but unpaid interest on such Loans and Notes and accrued but unpaid facility and usage fees in respect of such Lender's Commitment. Upon such assumption and purchase and the receipt by such Lender of any other amounts payable to it received by the Borrower under this Agreement, and subject to the execution and delivery to the Administrative Agent and such Lender by the Substitute Lender of documentation reasonably satisfactory to the Administrative Agent and such Non-Funding Lender pursuant to which such Substitute Lender shall assume the obligations of such original Lender under this Agreement in respect and (iv) the Borrower shall only be entitled to replace a Non-Funding Lender pursuant to this Section 14.10(j) if no Default or Event of its Loans, Notes and Commitment and agree to become a "Lender" hereunder (if not already a Lender) to the extent of the Commitments, Loans and Notes assumed and purchased, the Substitute Lender shall succeed to the rights, obligations and benefits of such Lender hereunder in such respect (except for such rights, obligations and benefits of the Lender as have accrued (other than principal, accrued interest or facility and usage fees ) or are required to be performed by it on or prior to the date of such assumption and purchase) (and such Lender shall be released from its Commitment except for any liability arising or relating to any event occurring prior to the date of such assumption and purchase) and the Substitute Lender shall be deemed to have agreed to the relevant extension of the Revolving Termination Date and, anything in Section 2.06(e) to the contrary notwithstanding, whether such extension is effective shall be determined accordingly; provided that following any such assumption and purchase the Commitments of each Substitute Lender (including any Commitments theretofore held by it) shall be not less than $10,000,000Default has occurred.

Substitute Lenders. In the event any Lender does not ------------------ agree to any ------------------ extension by the date provided pursuant to Section 2.06(e) hereof, then, unless a Default or an Event of Default shall have occurred and be continuing, the Borrower may, not later than 10 days following the expiration of the Extension Request Period, designate one or more other banks (each such bank being herein called a "Substitute Lender"), which may include any of the ----------------- Lenders, acceptable ----------------- to the Administrative Agent (which acceptance will not be unreasonably withheld), to assume such non-consenting Lender's Commitment hereunder and to purchase, on or before the date such Lender's Loans would otherwise be required to be paid or prepaid hereunder, the Loans and Notes of such Lender and such Lender's rights hereunder in respect thereof, without recourse to or representation or warranty by, or expense to, such Lender. In such event, the purchase price shall be equal to the outstanding principal amount of the Loans and Notes payable to such Lender plus any accrued but unpaid interest on such Loans and Notes and accrued but unpaid facility and usage fees in respect of such Lender's Commitment. Upon such assumption and purchase and the receipt by such Lender of any other amounts payable to it by the Borrower under this Agreement, and subject to the execution and delivery to the Administrative Agent and such Lender by the Substitute Lender of documentation reasonably satisfactory to the Administrative Agent and such Lender pursuant to which such Substitute Lender shall assume the obligations of such original Lender under this Agreement in respect of its Loans, Notes and Commitment and agree to become a "Lender" hereunder (if not already a Lender) to the extent of the Commitments, Loans and Notes assumed and purchased, the Substitute Lender shall succeed to the rights, obligations and benefits of such Lender hereunder in such respect (except for such rights, obligations and benefits of the Lender as have accrued (other than principal, accrued interest or facility and usage fees fees) or are required to be performed by it on or prior to the date of such assumption and purchase) (and such Lender shall be released from its Commitment except for any liability arising or relating to any event occurring prior to the date of such assumption and purchase) and the Substitute Lender shall be deemed to have agreed to the relevant extension of the Revolving Termination Date and, anything in Section 2.06(e) to the contrary notwithstanding, whether such extension is effective shall be determined accordingly; provided that following -------- any such assumption and purchase the Commitments of each Substitute Lender (including any Commitments theretofore held by it) shall be not less than $10,000,000.

Substitute Lenders. In the event any Lender does not agree to ------------------ any ------------------ extension by the date provided pursuant to Section 2.06(e) hereof, then, unless a Default or an Event of Default shall have occurred and be continuing, the Borrower may, not later than 10 days following the expiration of the Extension Request Period, designate one or more other banks (each such bank being herein called a "Substitute Lender"), which may include any of the ----------------- Lenders, acceptable ----------------- to the Administrative Agent (which acceptance will not be unreasonably withheld), to assume such non-consenting Lender's Commitment hereunder and to purchase, on or before the date such Lender's Loans would otherwise be required to be paid or prepaid hereunder, the Loans and Notes of such Lender and such Lender's rights hereunder in respect thereof, without recourse to or representation or warranty by, or expense to, such Lender. In such event, the purchase price shall be equal to the outstanding principal amount of the Loans and Notes payable to such Lender plus any accrued but unpaid interest on such Loans and Notes and accrued but unpaid facility and usage fees in respect of such Lender's Commitment. Upon such assumption and purchase and the receipt by such Lender of any other amounts payable to it by the Borrower under this Agreement, and subject to the execution and delivery to the Administrative Agent and such Lender by the Substitute Lender of documentation reasonably satisfactory to the Administrative Agent and such Lender pursuant to which such Substitute Lender shall assume the obligations of such original Lender under this Agreement in respect of its Loans, Notes and Commitment and agree to become a "Lender" hereunder (if not already a Lender) to the extent of the Commitments, Loans and Notes assumed and purchased, the Substitute Lender shall succeed to the rights, obligations and benefits of such Lender hereunder in such respect (except for such rights, obligations and benefits of the Lender as have accrued (other than principal, accrued interest or facility and usage fees ) or are required to be performed by it on or prior to the date of such assumption and purchase) (and such Lender shall be released from its Commitment except for any liability arising or relating to any event occurring prior to the date of such assumption and purchase) and the Substitute Lender shall be deemed to have agreed to the relevant extension of the Revolving Termination Date and, anything in Section 2.06(e) to the contrary notwithstanding, whether such extension is effective shall be determined accordingly; provided that following any such assumption and purchase -------- purchase, the Commitments of each Substitute Lender (including any Commitments theretofore held by it) shall be not less than $10,000,000.

Substitute Lenders. In the event If at any time (a) any Relevant Lender becomes an Affected Lender, or (b) any Lender does not agree fails to make its Rateable Share in any Borrowing available to the Borrower when required to do so pursuant to this Agreement (in either such case, a “Non-Funding Lender”), then Cognos may, on 10 Business Days’ prior written notice to the Canadian Agent and such Non-Funding Lender replace the Non-Funding Lender by causing the Non-Funding Lender to (and the Non-Funding Lender shall be obligated to) assign and transfer its rights and obligations under this Agreement pursuant to Subsection 17.11.4 to another Lender that has agreed to accept such assignment and transfer or to another person selected by Cognos that is acceptable to the Canadian Agent, acting in its discretion exercised reasonably, (a “Replacement Lender”) for a purchase price equal to the Loan Obligations owing to the Non-Funding Lender, including all accrued interest and Fees and other amounts payable hereunder, together with such amount as would be payable to the Non-Funding Lender under Subsection 17.2.1 if the Rateable Share of the Non-Funding Lender in each outstanding Advance were actually being paid by the Relevant Borrower instead of being purchased by way of assignment and transfer pursuant to Subsection 17.11.4; provided that (i) no Senior Lender shall have any obligation to any ------------------ extension Borrower to find a Replacement Lender, (ii) in circumstances where a Non-Funding Lender is sought to be replaced pursuant to this Subsection 17.11.10, in order for Cognos to be entitled to replace such Non-Funding Lender, such replacement must take place no later than 90 days after the date the Non-Funding Lender shall have notified the Canadian Agent that it had become an Non-Funding Lender, (iii) in no event shall the Non-Funding Lender be required to pay or surrender to such Replacement Lender any of the principal, interest, Fees or other amounts received by the date provided Non-Funding Lender pursuant to Section 2.06(ethis Agreement and (iv) hereof, then, unless Cognos shall only be entitled to replace a Default or an Non-Funding Lender pursuant to this Subsection 17.11.10 if no Event of Default shall have has occurred and be that is continuing, the Borrower may, not later than 10 days following the expiration of the Extension Request Period, designate one or more other banks (each such bank being herein called a "Substitute Lender"), which may include any of the Lenders, acceptable ----------------- to the Administrative Agent (which acceptance will not be unreasonably withheld), to assume such non-consenting Lender's Commitment hereunder and to purchase, on or before the date such Lender's Loans would otherwise be required to be paid or prepaid hereunder, the Loans and Notes of such Lender and such Lender's rights hereunder in respect thereof, without recourse to or representation or warranty by, or expense to, such Lender. In such event, the purchase price shall be equal to the outstanding principal amount of the Loans and Notes payable to such Lender plus any accrued but unpaid interest on such Loans and Notes and accrued but unpaid facility and usage fees in respect of such Lender's Commitment. Upon such assumption and purchase and the receipt by such Lender of any other amounts payable to it by the Borrower under this Agreement, and subject to the execution and delivery to the Administrative Agent and such Lender by the Substitute Lender of documentation reasonably satisfactory to the Administrative Agent and such Lender pursuant to which such Substitute Lender shall assume the obligations of such original Lender under this Agreement in respect of its Loans, Notes and Commitment and agree to become a "Lender" hereunder (if not already a Lender) to the extent of the Commitments, Loans and Notes assumed and purchased, the Substitute Lender shall succeed to the rights, obligations and benefits of such Lender hereunder in such respect (except for such rights, obligations and benefits of the Lender as have accrued (other than principal, accrued interest or facility and usage fees ) or are required to be performed by it on or prior to the date of such assumption and purchase) (and such Lender shall be released from its Commitment except for any liability arising or relating to any event occurring prior to the date of such assumption and purchase) and the Substitute Lender shall be deemed to have agreed to the relevant extension of the Revolving Termination Date and, anything in Section 2.06(e) to the contrary notwithstanding, whether such extension is effective shall be determined accordingly; provided that following any such assumption and purchase the Commitments of each Substitute Lender (including any Commitments theretofore held by it) shall be not less than $10,000,000.

Substitute Lenders. In the event any Lender does not agree to any ------------------ extension by the date provided pursuant to Section 2.06(e) hereof, then, unless a Default or an Event of Default shall have occurred and be continuing, the Borrower may, not later than 10 days following the expiration of the Extension Request Period, designate one or more other banks (each such bank being herein called a "Substitute Lender"), which may include any of the Lenders, acceptable ----------------- to the Administrative Agent (which acceptance will not be unreasonably withheld), to assume such non-consenting Lender's Commitment hereunder and to purchase, on or before the date such Lender's Loans would otherwise be required to be paid or prepaid hereunder, the Loans and Notes of such Lender and such Lender's rights hereunder in respect thereof, without recourse to or representation or warranty by, or expense to, such Lender. In such event, the purchase price shall be equal to the outstanding principal amount of the Loans and Notes payable to such Lender plus any accrued but unpaid interest on such Loans and Notes and accrued but unpaid facility and usage fees in respect of such Lender's Commitment. Upon such assumption and purchase and the receipt by such Lender of any other amounts payable to it by the Borrower under this Agreement, and subject to the execution and delivery to the Administrative Agent and such Lender by the Substitute Lender of documentation reasonably satisfactory to the Administrative Agent and such Lender pursuant to which such Substitute Lender shall assume the obligations of such original Lender under this Agreement in respect of its Loans, Notes and Commitment and agree to become a "Lender" hereunder (if not already a Lender) to the extent of the Commitments, Loans and Notes assumed and purchased, the Substitute Lender shall succeed to the rights, obligations and benefits of such Lender hereunder in such respect (except for such rights, obligations and benefits of the Lender as have accrued (other than principal, accrued interest or facility and usage fees ) or are required to be performed by it on or prior to the date of such assumption and purchase) (and such Lender shall be released from its Commitment except for any liability arising or relating to any event occurring prior to the date of such assumption and purchase) and the Substitute Lender shall be deemed to have agreed to the relevant extension of the Revolving Termination Date and, anything in Section 2.06(e) to the contrary notwithstanding, whether such extension is effective shall be determined accordingly; provided that following any such assumption and purchase purchase, the Commitments of each Substitute Lender (including any Commitments theretofore held by it) shall be not less than $10,000,000.

Substitute Lenders. In the event any Lender does not ------------------ agree to any ------------------ extension by the date provided pursuant to Section 2.06(e) hereof, then, unless a Default or an Event of Default shall have occurred and be continuing, the Borrower may, not later than 10 days following the expiration of the Extension Request Period, designate one or more other banks (each such bank being herein called a "Substitute Lender"), which may include any of the ----------------- Lenders, acceptable ----------------- to the Administrative Agent (which acceptance will not be unreasonably withheld), to assume such non-consenting Lender's Commitment hereunder and to purchase, on or before the date such Lender's Loans would otherwise be required to be paid or prepaid hereunder, the Loans and Notes of such Lender and such Lender's rights hereunder in respect thereof, without recourse to or representation or warranty by, or expense to, such Lender. In such event, the purchase price shall be equal to the outstanding principal amount of the Loans and Notes payable to such Lender plus any accrued but unpaid interest on such Loans and Notes and accrued but unpaid facility and usage fees in respect of such Lender's Commitment. Upon such assumption and purchase and the receipt by such Lender of any other amounts payable to it by the Borrower under this Agreement, and subject to the execution and delivery to the Administrative Agent and such Lender by the Substitute Lender of documentation reasonably satisfactory to the Administrative Agent and such Lender pursuant to which such Substitute Lender shall assume the obligations of such original Lender under this Agreement in respect of its Loans, Notes and Commitment and agree to become a "Lender" hereunder (if not already a Lender) to the extent of the Commitments, Loans and Notes assumed and purchased, the Substitute Lender shall succeed to the rights, obligations and benefits of such Lender hereunder in such respect (except for such rights, obligations and benefits of the Lender as have accrued (other than principal, accrued interest or facility and usage fees ) or are required to be performed by it on or prior to the date of such assumption and purchase) (and such Lender shall be released from its Commitment except for any liability arising or relating to any event occurring prior to the date of such assumption and purchase) and the Substitute Lender shall be deemed to have agreed to the relevant extension of the Revolving Termination Date and, anything in Section 2.06(e) to the contrary notwithstanding, whether such extension is effective shall be determined accordingly; provided that following any such assumption and purchase the Commitments of each Substitute Lender (including any Commitments theretofore held by it) shall be not less than $10,000,000.a

Substitute Lenders. In the event any Lender does not agree to any ------------------ extension by the date provided pursuant to Section 2.06(e) hereof, then, unless a Default or an Event of Default shall have occurred and be continuing, the Borrower may, not later than 10 days following the expiration of the Extension Request Period, designate one or more other banks (each such bank being herein called a "Substitute Lender"), which may include any of the Lenders, acceptable ----------------- to the Administrative Agent (which acceptance will not be unreasonably withheld), to assume such non-consenting Lender's Commitment hereunder and to purchase, on or before the date such Lender's Loans would otherwise be required to be paid or prepaid hereunder, the Loans and Notes of such Lender and such Lender's rights hereunder in respect thereof, without recourse to or representation or warranty by, or expense to, such Lender. In such event, the purchase price shall be equal to the outstanding principal amount of the Loans and Notes payable to such Lender plus any accrued but unpaid interest on such Loans and Notes and accrued but unpaid facility and usage fees in respect of such Lender's Commitment. Upon such assumption and purchase and the receipt by such Lender of any other amounts payable to it by the Borrower under this Agreement, and subject to the execution and delivery to the Administrative Agent and such Lender by the Substitute Lender of documentation reasonably satisfactory to the Administrative Agent and such Lender pursuant to which such Substitute Lender shall assume the obligations of such original Lender under this Agreement in respect of its Loans, Notes and Commitment and agree to become a "Lender" hereunder (if not already a Lender) to the extent of the Commitments, Loans and Notes assumed and purchased, the Substitute Lender shall succeed to the rights, obligations and benefits of such Lender hereunder in such respect (except for such rights, obligations and benefits of the Lender as have accrued (other than principal, accrued interest or facility and usage fees fees) or are required to be performed by it on or prior to the date of such assumption and purchase) (and such Lender shall be released from its Commitment except for any liability arising or relating to any event occurring prior to the date of such assumption and purchase) and the Substitute Lender shall be deemed to have agreed to the relevant extension of the Revolving Termination Date and, anything in Section 2.06(e) to the contrary notwithstanding, whether such extension is effective shall be determined accordingly; provided that following any such assumption and -------- purchase the Commitments of each Substitute Lender (including any Commitments theretofore held by it) shall be not less than $10,000,000.