Common use of Substitution of Lenders Clause in Contracts

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that If (a) any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition failed to fund its Revolving Credit Percentage of “Defaulting Lender”any Revolving Credit Advance, or if to fund a Revolving Credit Advance to repay a Swing Line Advance or any Reimbursement Obligations, (b) the obligation of any Lender refuses to consent make Eurodollar-based Advances has been suspended pursuant to Section 11.3 or 11.4, (c) any Lender has demanded compensation under Section 3.4(c), 11.5 or 11.6 or (d) any Lender has not approved an amendment, waiver or other modification of any Loan Document requested this Agreement, if such amendment or waiver has been approved by the Borrower that requires Majority Lenders and the consent of all Lenders directly affected thereby and such amendmentLender is required (in each case, waiver an “Affected Lender”), then the Agent or other modification is consented the Borrowers shall have the right to by make written demand on the Required Lenders, Affected Lender (with a copy to the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, Representative in the case of a demand by the replacement Agent or with a copy to the Agent in the case of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable demand by the Borrower)), (ivBorrowers) to assign and the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Affected Lender shall be prepaid (assign, to one or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance more financial institutions that comply with the provisions of Section 9.6 13.8 hereof (provided that the Borrower “Purchasing Lender” or replacement Lender shall be obligated “Purchasing Lenders”) to pay purchase the registration and processing fee except in the case of a Defaulting Lender). Each Advances of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such LenderRevolving Credit and/or Swing Line, as the case may be, of such Affected Lender (including, without limitation, its participating interests in outstanding Swing Line Advances and Letters of Credit) and assume the commitment of the Affected Lender to extend credit under the Revolving Credit (including without limitation its obligation to purchase participations interest in Swing Line Advances and Letters of Credit) under this Agreement. The Affected Lender shall be obligated to sell its Advances of the Revolving Credit and/or Swing Line, as the case may be, and assign its commitment to extend credit under the Revolving Credit (including without limitation its obligations to purchase participations in Swing Line Advances and Letters of Credit) to such Purchasing Lender or Purchasing Lenders within ten (10) days after receiving notice from the Borrowers requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, the Borrowers shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten (10) Business Days after such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 11.1 if the Borrowers had prepaid the outstanding Eurodollar-based Advances of the Affected Lender on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.6 to but excluding said date. Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Lenders, the Affected Lender, as assignor, any such Purchasing Lender, as assignee, the Borrower Representative and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and Assumption necessary shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to effectuate its ratable share of the then applicable Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by pursuant to this Section 2.22. A 13.12, the Borrowers or the Purchasing Lender shall not be required pay to make any the Agent the administrative fee for processing such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower referred to require such assignment and delegation cease to applyin Section 13.8.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: If (a) request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that it becomes unlawful for (i) any Lender (other than a Local Fronting Lender) to continue to make or maintain Eurodollar Loans or Eurocurrency Loans as contemplated by this Agreement or to accept deposits in order to make or maintain such replacement does not conflict with any Requirement of LawEurodollar Loans or Eurocurrency Loans, as the case may be, (ii) no Event of Default any Local Fronting Lender to continue to make or maintain Local Loans as Eurodollar Loans in Dollars or Eurocurrency Loans in the Denomination Currency applicable to it as contemplated by this Agreement or to accept deposits in order to make or maintain such Eurocurrency Loans or (other thaniii) any Multi-Currency Lender to continue to purchase a participating interest in any Local Loan or Acceptance and, in either case, such Lender notifies the case of Company and the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations applicable Borrowers pursuant to Section 2.31(a)(ii7.9, (b) any Borrower is required to make any payment pursuant to Section 7.10 or Section 7.12 that is attributable to any particular Lender or (c) any Lender becomes a Defaulting Lender or a Potential Defaulting Lender (any such Lender, an “Affected Lender”), at the request of the Company and with the consent of the Administrative Agent (in its sole discretion exercised reasonably), any Eligible Assignee reasonably acceptable to the Administrative Agent (which Eligible Assignee may be the Lender acting as the Administrative Agent) shall have occurred the right (but not the obligation) to purchase from such Affected Lender, and be continuing at such Affected Lender shall, upon the time request of the Administrative Agent, sell and assign to such Eligible Assignee, all of the Multi-Currency Commitments and the Loans of such replacement, (iii) Affected Lender for an amount equal to the Borrower shall repay (or the replacement bank or institution shall purchase, at par) principal balance of all applicable Loans held by such Affected Lender and Reimbursement Obligations, all accrued interest, and unpaid interest and fees and other amounts owing to such replaced Lender prior to with respect thereto through the date of replacement such sale and purchase (including all amounts then owing to the “Purchase Amount”); provided, however, that such replaced Lender pursuant to Sections 2.17, 2.18 sale and 2.20 and, if applicable, purchase (and the prepayment fee pursuant to Section 2.3(dcorresponding assignment) shall not be effective until (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (ivA) the Borrower Administrative Agent shall be liable to have received from such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably Eligible Assignee an agreement in form and substance satisfactory to the Administrative Agent and the Issuing Company whereby such Eligible Assignee shall agree to be bound by the terms hereof and (B) such Affected Lender shall have received the Purchase Amount from such Eligible Assignee. Each Lender agrees that, if it becomes an Affected Lender, it shall execute and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants deliver to the Administrative Agent (x) an irrevocable power of attorney Assignment and Acceptance to evidence such sale and assignment and (which power is coupled with an interesty) to execute the extent the Multi-Currency Commitments and deliver, on behalf of the Issuing Lender or Loans subject to such Lender, as the case may be, as assignor, any Assignment and Assumption necessary Acceptance are evidenced by a Note or Notes, such Note or Notes; provided, however, that the failure of any Affected Lender to effectuate any assignment of the Issuing Lender’s execute an Assignment and Acceptance or deliver such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender Note or Notes shall not be required to make any render such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, sale and purchase (and the circumstances entitling the Borrower to require such assignment and delegation cease to applycorresponding assignment) invalid.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “Affected Lender”) of a claim under Sections 2.16, 2.17 or notice of illegality under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that if any Lender has become (a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses ) defaults in its obligation to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lendersfund Advances hereunder, the Borrower may: (a) request one or more of the other Lenders to acquire and assume all or part of the Advances and Commitment of such Affected Lender or Defaulting Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitmentas applicable; or (b) replace such Affected Lender or Defaulting Lender, as applicable, by designating another Lender or a financial institution an Eligible Assignee that is willing to acquire such Loans and Reimbursement Obligations Advances and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement requirement of Lawlaw, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution Lender shall purchase, at par) all Loans and Reimbursement ObligationsAdvances, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower))replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 2.13 if any Eurodollar Loan Rate Advance owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 7.05 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in fee) and (vi) the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants Borrower shall pay all additional amounts (if any) required pursuant to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender Sections 2.16 or such Lender2.17, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment the extent such additional amounts were incurred on or prior to the consummation of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyreplacement.

Substitution of Lenders. Upon Notwithstanding anything to the receipt by the Borrower from any Lender of a claim under Section 2.17contrary contained herein, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses (i) is a Defaulting Lender, (ii) shall request compensation pursuant to consent Sections 3.6, 3.7 or 3.10, (iii) shall not have consented to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the amendment to this Agreement requiring consent of all Lenders directly affected thereby and such amendmentwhereas the Required Lenders have consented, waiver or other modification is (iv) shall not have consented to by any request for the Required Lendersextension of the Revolving Credit Maturity Date which request was approved in accordance with Section 2.14, then, in each such case, provided that no Event of Default shall then exist and be continuing, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans its sole expense and Reimbursement Obligationseffort, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender where such expenses shall be paid by such Defaulting Lender). Each , upon notice to such Lender and the Administrative Agent, require that such Lender transfer all of its right, title and interest under the Loan Documents to one or more of the Issuing other Lenders (in the sole and absolute discretion of each such Lender) or any other Person identified by the Borrower, reasonably acceptable to the Administrative Agent, each Swing Line Lender and each Lender hereby grants to Issuing Bank (a “Substitute Lender”), provided, that any costs and expenses incurred by the Administrative Agent an irrevocable power of attorney (which power is coupled or a Substitute Lender in connection with an interest) such transfer from a Defaulting Lender, not collected after requested from such Defaulting Lender, will be reimbursed by the Borrower, if such Substitute Lender agrees to execute and deliver, on behalf assume all of the Issuing obligations of such Lender under the Loan Documents for consideration equal to all principal, interest, fees and other sums owing to such Lender under the Loan Documents, whether or not then otherwise due. Subject to the execution and delivery by the Borrower at its expense of a new Note, an instrument of assignment and assumption, and such other documents as such Lender may reasonably require, such Substitute Lender shall be a “Lender, as ” for all purposes hereunder. Without prejudice to the case may be, as assignor, survival of any Assignment and Assumption necessary to effectuate any assignment other agreement of the Issuing Borrower hereunder, the agreements of the Borrower contained in Sections 3.5, 3.6, 3.7, 11.7 and 11.20 (without duplication of any payments made to such Lender by the Borrower or the Substitute Lender’s or such Lender’s interests hereunder in ) shall survive for the circumstances contemplated by benefit of any Lender replaced under this Section 2.22. A Lender shall not be required with respect to make any the time prior to such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyreplacement.

Substitution of Lenders. Upon If any Lender becomes a Defaulting Lender, the receipt Borrowers may, at Borrowers’ sole effort and expense, substitute another financial institution for such Defaulting Lender hereunder, upon reasonable prior written notice (which written notice must be given within 90 days following the notification to the Borrowers thereof) by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by Borrowers to the Borrower of written notice that any Lender has become a Applicable Administrative Agent and the Defaulting Lender that the Borrowers intend to make such substitution. A substitute financial institution (x) must be an Eligible Assignee and (y) if not already a Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part respect of such Lender’s LoansFacility, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing must be acceptable to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other thanthe Applicable Administrative Agent and, in the case of the replacement Revolving Facility, each Issuer (each such consent not to be unreasonably withheld, conditioned or delayed). If the proposed substitute financial institution or other entity meets the conditions set forth in clauses (x) and (y) above and the written notice was properly issued under this Section 2.20, the Defaulting Lender shall sell and the substitute financial institution or other entity shall purchase, at par plus accrued interest and Letter of a Credit Participation Fees, all rights and claims of such Defaulting Lender under the Loan Documents and such substitute financial institution or other entity shall assume, and the Defaulting Lender shall be relieved of, its Applicable Commitments and all other prior unperformed obligations of the Defaulting Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Defaulting Lender, as upon the effectiveness of such sale, purchase and assumption (that, in any event shall be conditioned upon the payment in full by the Borrowers in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date to such Defaulting Lender), the substitute financial institution or other entity shall become a result “Lender” hereunder in respect of the applicable Facility for all purposes of this Agreement (x) having a Commitment in the amount of such Defaulting Lender’s Commitment assumed by it (if any) and such Commitment of the Defaulting Lender shall be terminated and (y) holding the amount of Applicable Loans and Reimbursement Obligations held by the Defaulting Lender; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Defaulting Lender. Such Defaulting Lender shall execute and deliver to the Applicable Administrative Agent an Assignment and Acceptance to evidence such transfer; provided, however, that the failure of the Borrower Defaulting Lender to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) execute and deliver such Assignment and Acceptance shall have occurred not invalidate such assignment, and such Assignment and Acceptance shall be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent executed and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver delivered upon receipt by such Defaulting Lender or otherwise, the circumstances entitling the Borrower to require of such assignment and delegation cease to applypayment in full.

Substitution of Lenders. Upon If (a) the receipt by the Borrower from obligation of any Lender of a claim under to make Eurocurrency-based Advances has been suspended pursuant to Section 2.17, 2.18 11.3 or 2.20, 11.4 or upon receipt by the Borrower of written notice that (b) any Lender has become a Defaulting demanded compensation under Section 3.4(c) or 11.5, (c) any Revolving Credit Lender does not consent to the extension of the Revolving Credit Maturity Date as provided in accordance with the provisions set forth in the definition Section 2.16(b)(i) or (ii), (d) any Lender has failed to fund its Revolving Credit Percentage of “Defaulting Lender”any Revolving Credit Advance, or if to fund a Revolving Credit Advance to repay a Swing Line Advance or any Reimbursement Obligations, or (e) any Lender refuses to consent to any has not approved an amendment, waiver or other modification of any Loan Document requested this Agreement, if such amendment or waiver has been approved by the Borrower that requires Majority Lenders and the consent of all Lenders directly affected thereby and such amendmentLender is required (in each case, waiver or other modification is consented to by the Required Lendersan “Affected Lender”), then the Borrower may: shall have the right (a) request subject to Section 13.8 hereof), with the assistance of the Agent, to seek a substitute Lender or Lenders (which may be one or more of the other Lenders (the “Purchasing Lender” or “Purchasing Lenders”) to acquire purchase the Advances of the Revolving Credit and the Term Loan and assume all or part the commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced . The Affected Lender shall be obligated to make sell its Advances of the Revolving Credit and the Term Loan and assign its commitments to such replacement in accordance Purchasing Lender or Purchasing Lenders within fifteen days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Borrower shall pay to the provisions Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten Business Days after such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 9.6 (provided that 11.1 if the Borrower has prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.6 to but excluding said date. Upon such sale, the Purchasing Lender or replacement Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be obligated released from its obligations hereunder to pay the registration and processing fee except in the case of a Defaulting Lender)corresponding extent. Each If any Purchasing Lender is not already one of the Issuing Lender and each Lender hereby grants to Lenders, the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Affected Lender, as the case may be, as assignor, any such Purchasing Lender, as assignee, Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and Assumption necessary shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to effectuate its ratable share of the then applicable Revolving Credit Aggregate Commitment and a Term Loan Percentage equal to its ratable share of the Term Loan. In connection with any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by pursuant to this Section 2.22. A 11.8, the Borrower or the Purchasing Lender shall not be required pay to make any the Agent the administrative fee for processing such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower referred to require such assignment and delegation cease to applyin Section 13.8.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim for compensation under Section 2.17, 2.18 4.01 or 2.20, 4.03 or upon receipt by a notice of the Borrower of written notice that any Lender has become a Defaulting Lender type described in accordance with the provisions set forth in the definition of “Defaulting Lender”, Section 4.02 or if any Lender refuses is a Defaulting Lender or any Lender (each such Lender, a “Non-Consenting Lender”) fails to consent to any an amendment, modification or waiver or other modification of any Loan Document requested by the Borrower this Agreement that requires the consent of all 100% of the Lenders directly or consent of affected thereby Lenders and such amendment, waiver or other modification is consented to otherwise approved by the Required Lenders, then the Borrower may: (ai) designate a replacement bank or financial institution satisfactory to the Borrower (a “Replacement Lender”) to acquire and assume all of such affected Lender’s Loans; and/or (ii) request one or more of the other Lenders to acquire and assume all or part of such affected Lender’s Commitments and/ or outstanding Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary . Any designation of a Replacement Lender under clause (i) shall be subject to effectuate any assignment the prior written consent of the Issuing Lender’s Administrative Agent (which consent shall not be unreasonably withheld or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22delayed). A Lender shall not be required to make any such assignment or delegation to a Replacement Lender if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require replace such assignment and delegation Lender pursuant to this Section 4.07 cease to apply.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “Affected Lender”) of a claim under Section 2.172.13, 2.18 2.14 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders2.16, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Affected Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees interest and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.172.13, 2.18 2.14 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)2.16), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 2.15 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing LenderAgent, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lenderfee). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Substitution of Lenders. Upon the receipt by the a Borrower or Borrowers from any Lender (an “Affected Lender”) of a claim under Section 2.174.1, 2.18 4.2(b), 4.3 or 2.204.5 or a request for payment of Mandatory Costs, such Borrower or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower Borrowers may: (a) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans, Reimbursement Obligations Loans and Revolving Credit Commitment; or (b) replace such Affected Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit CommitmentCommitments; provided that (i) such replacement does not conflict with any Requirement requirement of Lawlaw, (ii) no Default or Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the such Borrower or Borrowers shall repay (or the replacement bank or financial institution shall purchase, at par) all Loans and Reimbursement ObligationsLoans, accrued interest, fees interest and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower))replacement, (iv) the such Borrower or Borrowers shall be liable to such replaced Lender under Section 2.19 4.4 if any Eurodollar Fixed Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenderotherwise qualify as an Eligible Assignee, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 12.1 (provided that the such Borrower or Borrowers or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lenderfee) and (vii) such Borrower or Borrowers shall pay all additional amounts (if any) required pursuant to Section 4.1, 4.2(b). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender 4.3 or such Lender4.5, as the case may be, as assignor, any Assignment and Assumption necessary all Mandatory Costs to effectuate any assignment the extent such additional amounts and Mandatory Costs of such Affected Lender were incurred on or prior to the Issuing Lender’s or consummation of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyreplacement.

Substitution of Lenders. Upon the receipt by the Borrower from (a) If any Lender (an "Affected Bank") (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) amounts pursuant to Section 3.13 (any such amounts referred to as "Additional Costs") or (ii) is unable to make or maintain a Eurodollar Loan as a result of a claim under condition described in Section 2.17, 2.18 or 2.203.12, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender (iii) defaults in its obligations to make Advances in accordance with the provisions set forth in the definition terms of “Defaulting Lender”this Agreement, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more , within 90 days of the other Lenders to acquire and assume all or part receipt of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; demand or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay notice (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and occurrence of such other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed event causing Borrower to be a voluntary prepayment for purposes of determining the applicability of required to pay Additional Costs or causing said Section 2.9, such amount 3.12 to be payable by applicable) or the Borrower)), (iv) the Borrower shall be liable to occurrence of such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lenderdefault, as the case may be, as assignorgive notice (a "Replacement Notice") to Agent (which will promptly forward a copy of such notice to each Lender) of Borrower's intention either (x) to prepay in full the Affected Bank's Note and to terminate the Affected Bank's entire Commitment or (y) to replace the Affected Bank with another financial institution (the "Replacement Bank") designated in such Replacement Notice. In the event Borrower gives the notice provided for in clause (x) above, any Assignment and Assumption necessary if the Affected Bank shall not agree within 30 days of its receipt thereof to effectuate any assignment waive the payment of the Issuing Lender’s Additional Costs in question or such Lender’s interests hereunder in the effect of the circumstances contemplated by this described in Section 2.22. A Lender 3.12 or if the Affected Bank shall not be required cure such default within five days of its receipt thereof, then, so long as no Default or Event of Default shall exist, Borrower may (notwithstanding the provisions of Section 3.11) terminate the Affected Bank's entire Commitment, provided that in connection therewith it pays to make any such assignment or delegation ifthe Affected Bank all outstanding principal and accrued and unpaid interest under the Affected Bank's Note, prior theretotogether with all other amounts, as a result of a waiver by such Lender or otherwiseif any, the circumstances entitling the due from Borrower to require such assignment the Affected Bank, including all amounts properly demanded and delegation cease to applyunreimbursed under Sections 3.5 and all Additional Costs.

Substitution of Lenders. Upon the receipt by the a Borrower or Borrowers from any Lender (an "Affected Lender") of a claim under Section 2.174.1, 2.18 4.2(b) or 2.204.5 or a request for payment of Mandatory Costs, such Borrower or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower Borrowers may: (a) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans, Reimbursement Obligations 's Loans and Revolving Credit CommitmentCommitments; or (b) replace such Affected Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit CommitmentCommitments; provided that (i) such replacement does not conflict with any Requirement requirement of Lawlaw, (ii) no Default or Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the such Borrower or Borrowers shall repay (or the replacement bank or financial institution shall purchase, at par) all Loans and Reimbursement ObligationsLoans, accrued interest, fees interest and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower))replacement, (iv) the such Borrower or Borrowers shall be liable to such replaced Lender under Section 2.19 4.4 if any Eurodollar Fixed Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenderotherwise qualify as an Eligible Assignee, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 12.1 (provided that the such Borrower or Borrowers or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender fee) and each Lender hereby grants (vii) such Borrower or Borrowers shall pay all additional amounts (if any) required pursuant to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interestSection 4.1, 4.2(b) to execute and deliver, on behalf of the Issuing Lender or such Lender4.5, as the case may be, as assignor, any Assignment and Assumption necessary all Mandatory Costs to effectuate any assignment the extent such additional amounts and Mandatory Costs of such Affected Lender were incurred on or prior to the Issuing Lender’s or consummation of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyreplacement.

Substitution of Lenders. Upon the receipt by the Borrower from (a) If any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of (an “Defaulting Affected Lender”, ) makes demand upon any Loan Party for (or if any Lender refuses Loan Party is otherwise required to consent to pay) any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender Additional Costs pursuant to Sections 2.173.6, 2.18 and 2.20 and, if applicable3.8 and/or 3.9, the prepayment fee pursuant Loan Parties may, within thirty (30) days of receipt of such demand, give written notice (a “Substitution Notice”) to Section 2.3(dthe Agent and to each Lender of its intention to replace such Affected Lender with another financial institution (a “Substitute Lender”) designated in such Substitution Notice. If, within thirty (with 30) days of Agent’s receipt of such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower))Substitution Notice, (ivx) the Borrower Agent shall be liable to notify Loan Parties and each Lender in writing that such replaced Substitute Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be is reasonably satisfactory to the Administrative Agent and the Issuing Lenders, other than such Affected Lender, and (viy) such Affected Lender shall not agree to waive the replaced payment of such Additional Costs, then such Affected Lender shall, so long as no Default or Event of Default exists, assign all of its rights and obligations under this Agreement and the Other Documents to such Substitute Lender, and such Substitute Lender shall assume all of such Affected Lender’s rights and obligations, pursuant to an agreement, substantially in the form of the Commitment Transfer Supplement attached hereto as Exhibit 17.3, executed by such Affected Lender and such Substitute Lender. Upon the effective date of such Commitment Transfer Supplement, such Substitute Lender shall become a party to this Agreement and shall have all the rights and obligations of a Lender as set forth in such Commitment Transfer Supplement, and such Affected Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower released from its obligations hereunder, and no further consent or replacement Lender action by any party shall be obligated to pay required. If such Substitute Lender is not incorporated under the registration and processing fee except in the case of a Defaulting Lender). Each laws of the Issuing Lender and each Lender hereby grants United States of America or a State thereof, it shall, prior to the Administrative first date on which interest or fees are payable hereunder for its account, deliver to the Loan Parties and Agent an irrevocable power certification as to its exemption from the deduction or withholding of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyUnited States federal income taxes.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that If any Lender has become a Defaulting Lender demanded compensation under Section 9.1, (in accordance each case, an “Affected Lender”), then the Company shall have the right (subject to Section 11.8 hereof), with the provisions set forth in assistance of the definition of “Defaulting Lender”Agent, to seek a substitute Lender or if any Lender refuses to consent to any amendment, waiver Lenders (which may be one or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders (the “Purchasing Lender” or “Purchasing Lenders”) to acquire purchase the Advances of the Revolving Credit, and/or the Term Loan, as the case may be and assume all or part the commitments under this Agreement of such Affected Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced . The Affected Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each sell its Advances of the Issuing Lender and each Lender hereby grants to Revolving Credit and/or the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such LenderTerm Loan, as the case may be, and assign its commitments to such Purchasing Lender or Purchasing Lenders within fifteen days after receiving notice from the Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, the Company shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale. Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Lenders, the Affected Lender, as assignor, any such Purchasing Lender, as assignee, the Company and the Agent, shall enter into an Assignment Agreement pursuant to Section 11.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and Assumption necessary shall have all the rights and obligations of a Lender with a Percentage equal to effectuate its ratable share of the then applicable Revolving Credit Aggregate Commitment and the Term Loan Aggregate Commitment. In connection with any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by pursuant to this Section 2.22. A 9.2, the Company or the Purchasing Lender shall not be required pay to make any the Agent the administrative fee for processing such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower referred to require such assignment and delegation cease to applyin Section 11.8.

Substitution of Lenders. Upon In the receipt by the event a Borrower from becomes obligated to pay additional amounts to any Lender of a claim under Section 2.17, 2.18 pursuant to SECTION 4.1(b) or 2.20, (c) or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”SECTION 4.3, or if it becomes illegal for any Lender refuses to consent continue to any amendment, waiver fund or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders make Eurocurrency Loans pursuant to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting LenderSECTION 4.2, as a result of any condition described in any such Section, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the failure of conditions creating the cause for such obligation to pay such additional amounts or for such illegality, such Borrower may, upon notice to satisfy such Lender and the Administrative Agent, replace such Lender by causing such Lender to assign its cash collateralization obligations Commitment (with the assignment fee to be paid by the Company in such instance) pursuant to Section 2.31(a)(ii)SECTION 11.8(a) to one or more other Lenders or Eligible Assignees procured by the Company; PROVIDED that if the Company elects to exercise such right with respect to any Lender, it shall be obligated to replace all Lenders that have occurred and be continuing at the time of such replacementmade similar requests for compensation. The Borrowers shall (x) pay in full all principal, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to through the date of replacement (including all any amounts then owing to such replaced Lender payable pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)SECTION 4.4), (ivy) the Borrower shall be liable provide appropriate assurances and indemnities (which may include letters of credit) to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and the Swingline Lender as each may reasonably require with respect to any continuing obligation to fund participation interests in any L/C Obligations or any Swingline Loans then outstanding, and (z) release such Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to from its obligations under this Agreement. Any Lender being replaced shall execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any deliver an Assignment and Assumption necessary with respect to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder 's Commitment and outstanding Loans and participations in L/C Obligations and Swingline Loans, to the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyextent applicable.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that If (i) such replacement does not conflict with the obligation of any Requirement of LawLender to make ----------------------- Eurocurrency-based Advances has been suspended pursuant to Section 12.3 or Section 12.4, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to any Lender has demanded compensation under Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, 12.5 or (iii) any Lender is a Defaulting Lender (in each case, an "Affected Lender"), Company shall have the Borrower shall repay right, with the assistance and consent of the Agent, to seek a substitute lender or lenders (which may be one or more of the replacement bank Lenders (the "Purchasing Lender" or institution shall purchase, at par"Purchasing Lenders") all Loans to purchase the Notes and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to assume the date of replacement commitment (including all amounts then owing to without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Affected Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced . The Affected Lender shall be obligated to make sell its Notes and assign its commitment to such replacement in accordance Purchasing Lender or Purchasing Lenders within fifteen days after receiving notice from Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Company shall pay to the provisions Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender at least two Business Days prior to such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 9.6 12.1 if Company has prepaid the outstanding Eurocurrency- based Advances of the Affected Lender on the date of such sale and (provided that ii) any additional compensation accrued for its account under Section 12.5 to but excluding said date. Upon such sale, the Borrower Purchasing Lender or replacement Purchasing Lenders shall assume the Affected Lender's commitment and the Affected Lender shall be obligated released from its obligations hereunder to pay the registration and processing fee except in the case of a Defaulting Lender)corresponding extent. Each If any Purchasing Lender is not already one of the Issuing Lender and each Lender hereby grants to Lenders, the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Affected Lender, as the case may be, as assignor, any such Purchasing Lender, as assignee, Company and the Agent, with the subscribed consent of the Swing Line Lender shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and Assumption necessary shall have all the rights and obligations of a Lender with a Percentage equal to effectuate its ratable share of the Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by pursuant to this Section 2.22. A 12.8, Company or the Purchasing Lender shall not be required pay to make any the Agent the administrative fee for processing such assignment or delegation ifreferred to in Section 14.8. Upon the consummation of any sale pursuant to this Section 12.8, prior theretothe Affected Lender, the Agent and Company shall make appropriate arrangements so that, if required, each Purchasing Lender receives a new Notes, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyapplicable.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that If (a) any Lender has become demanded compensation under Section 8.3 or 8.4, (b) the Borrower is required to make any additional payments under Section 8.4 in respect of any payment to any Lender, (c) any Lender becomes a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if (d) any Lender refuses to does not consent to any proposed amendment, supplement, modification, consent or waiver or other modification of any provision of this Agreement or any other Loan Document requested by the Borrower that requires the consent of all each of the Lenders directly or each of the Lenders affected thereby and such amendment, waiver or other modification is consented to by (so long as the consent of the Required LendersLenders has been obtained), the Borrower may: shall have the right to designate a substitute lender or lenders reasonably acceptable to the Administrative Agent (a) request which may be one or more of the other Lenders Lenders) to acquire purchase the Loans and assume all or part the Commitments of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; each Lender agrees in such event that, if the Borrower so designates a substitute or substitutes, it will sell its Loans and assign its rights under this Agreement to such substitute or substitutes as soon as reasonably possible (band in any event within 30 days) replace after such Lender by designating another Lender or designation, on substantially the terms set forth in Exhibit D, for a financial institution that is willing payment equal to acquire the principal amount of its Loans plus all interest on such Loans and Reimbursement Obligations and assume all facility fees accrued but unpaid up to but excluding the date of such Revolving Credit Commitmentpayment plus any loss or expense incurred by it (or by an existing or prospective Participant in the related Loan), in connection with such payment, including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties as contemplated under Section 2.14, but excluding loss of margin for the period after any such payment, as reasonably determined by it; provided that in connection with any substitution pursuant to clause (d) above, (i) such replacement substitution does not conflict with any Requirement of Lawapplicable law, rule or regulation and (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacementsubstitution; provided further that, (iii) in connection with any substitution pursuant to this Section, the Borrower shall repay (substitute or the replacement bank or institution substitutes shall purchase, at par) , all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender on or prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applysubstitution.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any such Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)2.20), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent Agent, the Swing Line Lender and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.”

Substitution of Lenders. Upon the receipt by the Borrower Borrowers from any Lender (an “Affected Lender”) of a notice under Section 2.13(b) or a claim under Section 2.16 or 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice at any time that any a Lender has become is a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting or a Non-Consenting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower Borrowers may: (a) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loansor Defaulting Lender’s, Reimbursement Obligations as the case may be, Loans and Revolving Credit Commitment; or (b) replace such Affected Lender or Defaulting Lender, as the case may be, by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that provided, that, (i) such replacement does not conflict with any Requirement of Law, (ii) no Default or Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank Lender or institution shall purchase, at par) , all Loans and Reimbursement ObligationsLoans, accrued interest, accrued fees and other amounts owing to such replaced Lender prior to on and as of the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower))replacement, (iv) the Borrower Borrowers shall be liable to such replaced Lender under Section 2.19 2.18 if any Eurodollar Loan other than a Base Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating theretothereto and shall pay any such amounts to such Lender on the date of such replacement, (v) the replacement bank Lender or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing LenderAgent, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 9.06 (provided that provided, that, the Borrower Borrowers or replacement Lender shall be obligated to pay the registration and processing fee except in fee), (vii) the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants Borrowers shall pay all additional amounts (if any) required pursuant to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender Sections 2.16 or such Lender2.17, as the case may be, as assignorto the extent such additional amounts were incurred on or prior to the consummation of such replacement, and (viii) in the case of any such assignment resulting from a claim under Section 2.16 or 2.17, such assignment will result in a reduction in such compensation or payments thereafter. Each party hereto agrees that (a) an assignment required pursuant to this Section 2.24 may be effected pursuant to an Assignment and Assumption necessary to effectuate any assignment of executed by the Issuing Lender’s or such Lender’s interests hereunder in Company, the circumstances contemplated by this Section 2.22. A Administrative Agent and the assignee and (b) the Lender shall not be required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided, that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided, further, that, any such documents shall be without recourse to or delegation ifwarranty by the parties thereto. Notwithstanding anything in this Section 2.24 to the contrary, prior thereto, as a result (i) any Lender that acts an Issuing Lender may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a waiver backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such Issuing Lender or otherwise, the circumstances entitling depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Lender) have been made with respect to such outstanding Letter of Credit and (ii) the Borrower to require such assignment and delegation cease to applyLender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 8.08.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that If any Lender has become a Defaulting Lender demanded compensation under Section 9.1, (in accordance each case, an "Affected Lender"), then the Company shall have the right (subject to Section 11.8 hereof), with the provisions set forth in assistance of the definition of “Defaulting Lender”Agent, to seek a substitute Lender or if any Lender refuses to consent to any amendment, waiver Lenders (which may be one or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders (the "Purchasing Lender" or "Purchasing Lenders") to acquire purchase the Advances of the Term Loan, the Term Loan B and/or the Term Loan C, as the case may be and assume all or part the commitments under this Agreement of such Affected Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced . The Affected Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each sell its Advances of the Issuing Lender and each Lender hereby grants to Term Loan, the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of Term Loan B and/or the Issuing Lender or such LenderTerm Loan C, as the case may be, and assign its commitments to such Purchasing Lender or Purchasing Lenders within fifteen days after receiving notice from the Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, the Company shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale. Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lender's commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Lenders, the Affected Lender, as assignor, any such Purchasing Lender, as assignee, the Company and the Agent, shall enter into an Assignment Agreement pursuant to Section 11.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and Assumption necessary shall have all the rights and obligations of a Lender with a Percentage equal to effectuate its ratable share of the then applicable Term Loan Aggregate Commitment, Term Loan B Aggregate Commitment and Term Loan C Aggregate Commitment. In connection with any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by pursuant to this Section 2.22. A 9.2, the Company or the Purchasing Lender shall not be required pay to make any the Agent the administrative fee for processing such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower referred to require such assignment and delegation cease to applyin Section 11.8.

Substitution of Lenders. Upon the receipt by the Borrower Borrowers from any Lender (an “Affected Lender”) of a notice under Section 2.13(b) or 5.9(b) or a claim under Section 2.16 or 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice at any time that any a Lender has become is a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower Borrowers may: (a) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loansor Defaulting Lender’s, Reimbursement Obligations as the case may be, Loans and Revolving Credit Commitment; or (b) replace such Affected Lender or Defaulting Lender, as the case may be, by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Default or Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank Lender or institution shall purchase, at par) , all Loans and Reimbursement ObligationsLoans, accrued interest, accrued fees and other amounts owing to such replaced Lender prior to on and as of the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower))replacement, (iv) the Borrower Borrowers shall be liable to such replaced Lender under Section 2.19 2.18 if any Eurodollar LIBOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating theretothereto and shall pay any such amounts to such Lender on the date of such replacement, (v) the replacement bank Lender or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing LenderAgent, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower Borrowers or replacement Lender shall be obligated to pay the registration and processing fee except in fee), (vii) the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants Borrowers shall pay all additional amounts (if any) required pursuant to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender Sections 2.16 or such Lender2.17, as the case may be, as assignorto the extent such additional amounts were incurred on or prior to the consummation of such replacement, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder (viii) in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make case of any such assignment resulting from a claim under Section 2.16 or delegation if2.17, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment will result in a reduction in such compensation or payments thereafter and delegation cease to apply(ix) in the case of any such assignment resulting from a notice under Section 5.9(b), such assignment will result in the applicable Foreign Subsidiary becoming a Borrower hereunder.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an "Affected Lender") of a claim under Section 2.14, 2.15 or 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans, Reimbursement Obligations 's Term Loans and Revolving Credit Commitment; or (b) replace such Affected Lender by designating another Lender or a financial institution that is willing to acquire such Term Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement ObligationsTerm Loans, accrued interest, fees interest and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower))replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 2.16 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing LenderAgent, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of this Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in fee) and (vii) the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants Borrower shall pay all additional amounts (if any) required pursuant to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliverSection 2.14, on behalf of the Issuing Lender 2.15 or such Lender2.17, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment the extent such additional amounts were incurred on or prior to the consummation of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyreplacement.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “Affected Lender”) of a claim under Section 2.172.16, 2.18 2.17 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders2.19, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Affected Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees interest and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.172.16, 2.18 2.17 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)2.19), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 2.18 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing LenderAgent, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lenderfee). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Substitution of Lenders. Upon the receipt by the If (a) any Lender shall become a Defaulting Lender, (b) any Borrower shall receive from any Lender of a claim for compensation under Section 2.173.1 or 3.3 or (c) any Borrower shall receive a notice under Section 3.2, 2.18 or 2.20, then the Administrative Agent may (or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders Borrowers if the Borrowers have located or identified a replacement Lender that is an Eligible Assignee and is reasonably acceptable to acquire and assume all or part of such Lender’s Loansthe Administrative Agent as contemplated below, Reimbursement Obligations and Revolving Credit Commitment; or (bshall) replace such Lender (the “affected Lender”), or cause such affected Lender to be replaced, with another lender (the “replacement Lender”) satisfying the requirements of an Eligible Assignee under Section 11.8, by designating another having the affected Lender sell and assign all of its rights and obligations under this Agreement and the other Loan Documents (including for purposes of this Section 3.7, participations in L/C Obligations) to the replacement Lender pursuant to Section 11.8; provided, however, that if the Borrowers seek to exercise such right, neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a financial institution replacement Lender for the Borrowers (it being expressly agreed that in such circumstances it is the Borrowers’ obligation to identify or locate a replacement Lender that is willing an Eligible Assignee and is reasonably acceptable to acquire the Administrative Agent). Upon receipt by any affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent is exercising the replacement right set forth in this Section 3.7, such affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Loan Documents (including for purposes of this Section 3.7, participations in L/C Obligations) to the replacement Lender pursuant to Section 11.8 for a purchase price equal to the sum of 100% of the principal amount of the affected Lender’s Loans so sold and Reimbursement Obligations assigned or such other amount as is agreed to by such affected Lender and assume such Revolving Credit Commitment; replacement Lender), all accrued and unpaid interest thereon and its ratable share of all fees to which it is entitled. If such affected Lender fails to execute the documentation required to effectuate such assignment, such documentation may be executed by any Borrower on behalf of such affected Lender. Notwithstanding any other provision of this Agreement to the contrary, if a Lender (a “Demanding Lender”) demands any payment of any amount pursuant to Section 3.3 and the amount so demanded is disproportionately greater than the amount of compensation (if any) that the Company generally is obligated to pay to other Lenders arising out of the same event or circumstance giving rise to such demand (a “Trigger Event”), then the Company may terminate such Lender’s Commitment hereunder, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case or Unmatured Event of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) Default shall have occurred and be continuing at the time of such replacementCommitment termination, (ii) in the case of a Demanding Lender, the Company shall concurrently terminate the Commitment of each other Lender that has made a demand for payment under Section 3.3 that arises out of such Trigger Event and that is similarly disproportionate to the amount the Company is generally obligated to pay to other Lenders arising out of such Trigger Event, (iii) the Borrower Required Lenders shall repay have consented to each such Commitment termination and (or the replacement bank or institution iv) such Lender shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including have been paid all amounts then owing due to such replaced Lender pursuant to Sections 2.17it under this Agreement and each other Loan Document (which, 2.18 and 2.20 and, if applicablefor the avoidance of doubt, the prepayment fee pursuant respective Borrowers may pay in connection with any such termination without making ratable payments to any other Lender (other than another Lender that has a Commitment that concurrently is being terminated under this Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower3.7)), (iv) . In no event shall the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day termination of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement ’s Commitment in accordance with this paragraph impair or otherwise affect the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each obligation of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required Company to make any such assignment or delegation if, prior thereto, as a result of a waiver payment demanded by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyin accordance with Section 3.3.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar SOFR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such LenderLxxxxx’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: If (a) request one more the obligation of the other Lenders any Lender to acquire and assume all make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; 11.4 or (b) replace such any Lender by designating another has demanded compensation under Section 3.4(c), 11.1, 11.5 or 11.6 (in each case, an "Affected Lender"), then the Borrowers shall have the right (subject to Section 13.8 hereof), with the assistance of the Agent, to seek a substitute Lender or a financial institution that is willing Lenders (which may be one or more of the Lenders (the "Purchasing Lender" or "Purchasing Lenders") to acquire such Loans and Reimbursement Obligations purchase the Advances of the Revolving Credit and assume such Revolving Credit Commitment; provided that the commitments (iincluding without limitation its participations in Swing Line Advances and Letters of Credit) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time under this Agreement of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Affected Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced . The Affected Lender shall be obligated to make sell its Advances of the Revolving Credit and assign its commitments to such replacement in accordance Purchasing Lender or Purchasing Lenders within fifteen days after receiving notice from Borrowers requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest and fees accrued thereon (excluding any applicable premium) up to but excluding the date of the sale and any other amounts owed to the Affected Lender under any Loan Document. In connection with any such sale, and as a condition thereof, Borrowers shall pay to the provisions Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten Business Days after such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 9.6 11.1 if the applicable Borrower has prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such sale and (provided that ii) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.6 to but excluding said date. Upon such sale, the Borrower Purchasing Lender or replacement Purchasing Lenders shall assume the Affected Lender's commitment, and the Affected Lender shall be obligated released from its obligations hereunder to pay the registration and processing fee except in the case of a Defaulting Lender)corresponding extent. Each If any Purchasing Lender is not already one of the Issuing Lender and each Lender hereby grants to Lenders, the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Affected Lender, as the case may be, as assignor, any such Purchasing Lender, as assignee, Holdings and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and Assumption necessary shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to effectuate its ratable share of the then applicable Revolving Credit Aggregate Commitment. In connection with any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by pursuant to this Section 2.22. A 11.7, the Borrowers or the Purchasing Lender shall not be required pay to make any the Agent the administrative fee for processing such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower referred to require such assignment and delegation cease to applyin Section 13.8.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “Affected Lender”) of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Affected Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees interest and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)2.20), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing LenderAgent, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lenderfee). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Substitution of Lenders. Upon the receipt by the Borrower from If any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting (an "Affected Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a") request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01 or (ii) no Event of Default (other than, in the case gives notice to Borrower that such Lender is unable to make or maintain its Pro Rata Share of the replacement of a Defaulting Lender, Loan at the LIBO Based Rate as a result of a condition described in clause (ii) of Section 3.02 or in the failure second paragraph of the Section 3.01, Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)may, within ninety (90) shall have occurred and be continuing at the time days of receipt of such replacement, (iii) the Borrower shall repay (demand or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lendernotice, as the case may be, give written notice (a "Substitution Notice") to Administrative Agent and to each Lender of its intention to replace such Affected Lender with another financial institution (the "Substitute Lender") designated in such Substitution Notice. If, within thirty (30) days of Administrative Agent's receipt of such Substitution Notice, (x) Administrative Agent shall notify Borrower and each Lender in writing that the Substitute Lender is reasonably satisfactory to the Super-Majority Lenders and (y) the Affected Lender shall not agree to waive the payment of the Additional Costs in question or the effect of the circumstances described in clause (ii) of Section 3.02 or in the second paragraph of Section 3.01, then the Affected Lender shall, so long as assignorno Default shall exist, any assign its Note and all of its rights and obligations under this Agreement to the Substitute Lender, and the Substitute Lender shall assume all of the Affected Lender's rights and obligations, pursuant to an agreement, substantially in the form of an Assignment and Assumption necessary to effectuate any Agreement, executed by the Affected Lender and the Substitute Lender. In connection with such assignment of and assumption, the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Substitute Lender shall not be required pay to make the Affected Lender an amount equal to the outstanding principal amount under the Affected Lender's Note plus all interest accrued thereon, plus all other amounts, if any (other than the Additional Costs in question), then due and payable to the Affected Lender with respect to the Loan; provided, however, that prior to or simultaneously with any such assignment or delegation ifand assumption, prior thereto, as a result Borrower shall have paid to such Affected Lender all amounts properly demanded and unreimbursed under this Article III. Upon the effective date of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease assumption, the Substitute Lender shall become a party to applythis Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the Affected Lender shall be released from its obligations hereunder, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this Section, a note shall be issued to the Substitute Lender by Borrower, in substitution for the Affected Lender's Note, and the Affected Lender shall return its Note to Borrower. Such substitute note shall constitute a "Note", and the obligations evidenced by such substitute note shall be secured by the Mortgage. In connection with Borrower's execution of such substitute note as aforesaid, Borrower shall deliver to Administrative Agent evidence, satisfactory to Administrative Agent, of all requisite partnership/corporate or other action to authorize Borrower's execution and delivery of the substitute note and any related documents. If the Substitute Lender is not incorporated under the Laws of the United States of America or a state thereof, it shall, prior to the first date of which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 7.13. Borrower, Administrative Agent and Lenders shall execute such modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with the substitution of Lenders in accordance with the foregoing provisions of this Section. Administrative Agent agrees to cooperate with Borrower's efforts to procure a Substitute Lender. ARTICLE IV CONDITIONS PRECEDENT 4.01.

Substitution of Lenders. Upon the receipt by the Borrower from If any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting (an "Affected ----------------------- Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a") request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01 or (ii) no Event of Default (other than, in the case gives notice to Borrower that such Lender is unable to make or maintain its Pro Rata Share of the replacement of a Defaulting Lender, Loan at the LIBO Based Rate as a result of a condition described in clause (ii) of Section 3.02 or in the failure second paragraph of the Section 3.01, Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)may, within ninety (90) shall have occurred and be continuing at the time days of receipt of such replacement, (iii) the Borrower shall repay (demand or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lendernotice, as the case may be, give notice (a "Substitution Notice") to Administrative Agent and to each Lender of its intention to replace such Affected Lender with another financial institution (the "Substitute Lender") designated in such Substitution Notice. If, within thirty (30) days of Administrative Agent's receipt of such Substitution Notice, (x) Administrative Agent shall notify Borrower and each Lender in writing that the Substitute Lender is reasonably satisfactory to the Required Lenders and (y) the Affected Lender shall not agree to waive the payment of the Additional Costs in question or the effect of the circumstances described in clause (ii) of Section 3.02 or in the second paragraph of Section 3.01, then the Affected Lender shall, so long as assignorno Default shall exist, any assign its Note and all of its rights and obligations under this Agreement to the Substitute Lender, and the Substitute Lender shall assume all of the Affected Lender's rights and obligations, pursuant to an agreement, substantially in the form of an Assignment and Assumption necessary Agreement, executed by the Affected Lender and the Substitute Lender. In connection with such assignment and assumption, the Substitute Lender shall pay to effectuate the Affected Lender an amount equal to the outstanding principal amount under the Affected Lender's Note plus all interest accrued thereon, plus all other amounts, if any (other than the Additional Costs in question), then due and payable to the Affected Lender with respect to the Loan; provided, however, that prior to or simultaneously with any such -------- ------- assignment and assumption, Borrower shall have paid to such Affected Lender all amounts properly demanded and unreimbursed under this Article III. Upon the effective date of such assignment and assumption and the payment by the Substitute Lender to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $3,500, the Substitute Lender shall become a party to this Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the Affected Lender shall be released from its obligations hereunder, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this Section, a note shall be issued to the Substitute Lender by Borrower, in substitution for the Affected Lender's Note, and the Affected Lender shall return its Note to Borrower. Such substitute note shall constitute a "Note", and the obligations evidenced by such substitute note shall be secured by the Mortgage. In connection with Borrower's execution of such substitute note as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the Issuing Lender’s or such Lender’s interests hereunder in due authorization, execution and delivery of the circumstances contemplated by this Section 2.22. A Lender substitute note and any related documents as Administrative Agent may reasonably request; provided, -------- however, that Borrower shall not be required to make any deliver a legal opinion in ------- connection with such assignment substitute note. If the Substitute Lender is not incorporated under the Laws of the United States or delegation ifa state thereof, it shall, prior theretoto the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as a result to exemption from deduction or withholding of a waiver by any United States federal income taxes in accordance with Section 7.13. Borrower, Administrative Agent and Lenders shall execute such Lender modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or otherwise, desirable in connection with the circumstances entitling substitution of Lenders in accordance with the Borrower to require such assignment and delegation cease to applyforegoing provisions of this Section.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an "Affected Lender") of a claim under Section 2.14, 2.15 or 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Affected Lender’s 's Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Affected Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees interest and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.14, 2.15 and 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 2.16 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing LenderAgent, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of this Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lenderfee). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Substitution of Lenders. Upon Notwithstanding anything to the receipt by the Borrower from contrary contained herein, if any Lender shall request compensation pursuant to Sections 3.6, 3.7 or 3.10 or shall not have consented to any request for the extension of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender Revolving Credit Maturity Date which request was approved in accordance with the provisions set forth Section 2.14, then, in the definition each such case, provided that no Event of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby Default shall then exist and such amendment, waiver or other modification is consented to by the Required Lendersbe continuing, the Borrower may: (a) request may require that such Lender transfer all of its right, title and interest under the Loan Documents to one or more of the other Lenders (in the sole and absolute discretion of each such Lender) or any other Person identified by the Borrower and reasonably acceptable to acquire and the Administrative Agent (a "Substitute Lender"), if such Substitute Lender agrees to assume all or part of the obligations of such Lender’s LoansLender under the Loan Documents for consideration equal to all principal, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts sums owing to such replaced Lender prior under the Loan Documents, whether or not then otherwise due, provided that if such Lender is a "Lender" under and as defined in the Other Credit Agreement, the Borrower must replace or remove such Lender as a "Lender" from the Other Credit Agreement pursuant to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability terms of Section 2.93.11 thereof simultaneously with the replacement or removal of such Lender hereunder. Subject to (i) the execution and delivery by the Borrower at its expense of a new Note, an instrument of assignment and assumption, and such other documents as such Lender may reasonably require, 39 and (ii) the simultaneous replacement or removal of such Lender as a "Lender" under and as defined in the Other Credit Agreement, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Substitute Lender shall be prepaid (or purchased) a "Lender" for all purposes hereunder. Without prejudice to the survival of any other than on the last day agreement of the Interest Period relating theretoBorrower hereunder, the agreements of the Borrower contained in Sections 3.5, 3.6, 3.7, 11.7 and 11.20 (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory without duplication of any payments made to the Administrative Agent and the Issuing Lender, and (vi) the replaced such Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that by the Borrower or replacement the Substitute Lender) shall survive for the benefit of any Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants replaced under this Section with respect to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) time prior to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyreplacement.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an "Affected Lender") of a claim under Section 2.14, 2.15 or 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Affected Lender’s 's Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Affected Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees interest and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower))replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 2.16 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing LenderAgent, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of this Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in fee) and (vii) the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants Borrower shall pay all additional amounts (if any) required pursuant to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliverSection 2.14, on behalf of the Issuing Lender 2.15 or such Lender2.17, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment the extent such additional amounts were incurred on or prior to the consummation of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyreplacement.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: If (a) request one more the obligation of the other Lenders any Lender to acquire and assume all make Eurocurrency-based Advances has been suspended pursuant to Section 11.5 or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; 11.6 or (b) replace such any Lender by designating another Lender has demanded compensation under Section 11.1 or 11.7, (in each case, an "Affected Lender"), then Company shall have the right (subject to Section 13.8 hereof), with the assistance of the Agent, to seek a financial institution that is willing substitute lender or lenders (which may be one or more of the Lenders (the "Purchasing Lender" or "Purchasing Lenders") to acquire such Loans and Reimbursement Obligations purchase the Advances of the Revolving Credit and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time commitments under this Agreement of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Affected Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced . The Affected Lender shall be obligated to make sell its Advances of the Revolving Credit and assign its commitments to such replacement in accordance Purchasing Lender or Purchasing Lenders within fifteen days after receiving notice from Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Company shall pay to the provisions Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten Business Days after such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 9.6 11.1 if Company (provided that or the Borrower applicable Permitted Borrower) has prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such sale and (ii) any additional compensation accrued for its account under 3.4, 11.7 and 11.10 to but excluding said date. Upon such sale, the Purchasing Lender or replacement Purchasing Lenders shall assume the Affected Lender's commitment, and the Affected Lender shall be obligated released from its obligations hereunder to pay the registration and processing fee except in the case of a Defaulting Lender)corresponding extent. Each If any Purchasing Lender is not already one of the Issuing Lender and each Lender hereby grants to Lenders, the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Affected Lender, as the case may be, as assignor, any such Purchasing Lender, as assignee, Company and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and Assumption necessary shall have all the rights and obligations of a Lender with a Percentage equal to effectuate its ratable share of the then applicable Revolving Credit Aggregate Commitment. In connection with any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by pursuant to this Section 2.22. A 11.11, Company or the Purchasing Lender shall not be required pay to make any the Agent the administrative fee for processing such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower referred to require such assignment and delegation cease to applyin Section 13.8.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Substitution of Lenders. Upon the receipt by the Borrower from If any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting (an "Affected Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a") request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01 or (ii) no Event of Default (other than, in the case gives notice to Borrower that such Lender is unable to make or maintain its Pro Rata Share of the replacement of a Defaulting Lender, Loan at the LIBO Based Rate as a result of a condition described in clause (ii) of Section 3.02 or in the failure second paragraph of the Section 3.01, Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)may, within ninety (90) shall have occurred and be continuing at the time days of receipt of such replacement, (iii) the Borrower shall repay (demand or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lendernotice, as the case may be, give notice (a "Substitution Notice") to Administrative Agent and to each Lender of its intention to replace such Affected Lender with another financial institution (the "Substitute Lender") designated in such Substitution Notice. If, within thirty (30) days of Administrative Agent's receipt of such Substitution Notice, (x) Administrative Agent shall notify Borrower and each Lender in writing that the Substitute Lender is reasonably satisfactory to the Required Lenders and (y) the Affected Lender shall not agree to waive the payment of the Additional Costs in question or the effect of the circumstances described in clause (ii) of Section 3.02 or in the second paragraph of Section 3.01, then the Affected Lender shall, so long as assignorno Default shall exist, any assign its Note and all of its rights and obligations under this Agreement to the Substitute Lender, and the Substitute Lender shall assume all of the Affected Lender's rights and obligations, pursuant to an agreement, substantially in the form of an Assignment and Assumption necessary to effectuate any Agreement, executed by the Affected Lender and the Substitute Lender. In connection with such assignment of and assumption, the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Substitute Lender shall not be required pay to make the Affected Lender an amount equal to the outstanding principal amount under the Affected Lender's Note plus all interest accrued thereon, plus all other amounts, if any (other than the Additional Costs in question), then due and payable to the Affected Lender with respect to the Loan; provided, however, that prior to or simultaneously with any such assignment or delegation ifand assumption, prior thereto, as a result Borrower shall have paid to such Affected Lender all amounts properly demanded and unreimbursed under this Article III. Upon the effective date of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease assumption and the payment by the Substitute Lender to apply.Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $3,500, the Substitute Lender shall become a party to this Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the Affected Lender shall be released from its obligations hereunder, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this Section, a note shall be issued to the Substitute Lender by Borrower, in substitution for the Affected Lender's Note, and the Affected Lender shall return its Note to Borrower. Such substitute note shall constitute a "Note", and the obligations evidenced by such substitute note shall be secured by the Mortgage. In connection with Borrower's execution of such substitute note as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute note and any related documents as Administrative Agent may reasonably request. If the Substitute Lender is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 7.13. Borrower, Administrative Agent and Lenders shall execute such modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with the substitution of Lenders in accordance with the foregoing provisions of this Section. Article IV

Substitution of Lenders. Upon the receipt by the If (a) any Lender shall become a Defaulting Lender, (b) any Borrower shall receive from any Lender of a claim for compensation under Section 2.173.1 or 3.3 or (c) any Borrower shall receive a notice under Section 3.2, 2.18 or 2.20, then the Administrative Agent may (or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders Borrowers if the Borrowers have located or identified a replacement Lender that is an Eligible Assignee and is reasonably acceptable to acquire and assume all or part of such Lender’s Loansthe Administrative Agent as contemplated below, Reimbursement Obligations and Revolving Credit Commitment; or (bshall) replace such Lender (the “affected Lender”), or cause such affected Lender to be replaced, with another lender (the “replacement Lender”) satisfying the requirements of an Eligible Assignee under Section 11.8, by designating another having the affected Lender or a financial institution that is willing sell and assign all of its rights and obligations under this Agreement and the other Loan Documents (including for purposes of this Section 3.7, participations in L/C Obligations) to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations Lender pursuant to Section 2.31(a)(ii)) 11.8; provided, however, that if the Borrowers seek to exercise such right, neither the Administrative Agent nor any Lender shall have occurred any obligation to identify or locate a replacement Lender for the Borrowers (it being expressly agreed that in such circumstances it is the Borrowers’ obligation to identify or locate a replacement Lender that is an Eligible Assignee and be continuing at is reasonably acceptable to the time Administrative Agent). Upon receipt by any affected Lender of such replacement, (iii) a written notice from the Borrower shall repay (or Administrative Agent stating that the Administrative Agent is exercising the replacement bank or institution right set forth in this Section 3.7, such affected Lender shall purchasesell and assign all of its rights and obligations under this Agreement and the other Loan Documents (including for purposes of this Section 3.7, at parparticipations in L/C Obligations) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17Section 11.8 for a purchase price equal to the sum of 100% of the principal amount of the affected Lender’s Loans so sold and assigned or such other amount as is agreed to by such affected Lender and such replacement Lender), 2.18 all accrued and 2.20 and, if applicable, unpaid interest thereon and its ratable share of all fees to which it is entitled. If such affected Lender fails to execute the prepayment fee pursuant documentation required to Section 2.3(d) (with effectuate such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9assignment, such amount to documentation may be payable executed by the Borrower)), (iv) the any Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such affected Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Substitution of Lenders. Upon the receipt by the Borrower from If any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting (an "Affected Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a") request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01 or (ii) no Event of Default (other than, in the case gives notice to Borrower that such Lender is unable to make or maintain its Pro Rata Share of the replacement of a Defaulting Lender, Loan at the LIBO Based Rate as a result of a condition described in clause (ii) of Section 3.02 or in the failure second paragraph of the Section 3.01, Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)may, within one hundred eighty (180) shall have occurred and be continuing at the time days of receipt of such replacement, (iii) the Borrower shall repay (demand or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lendernotice, as the case may be, give notice (a "Substitution Notice") to Administrative Agent and to each Lender of its intention to replace such Affected Lender with another Eligible Lender (the "Substitute Lender") designated in such Substitution Notice. If the Substitute Lender is not then a Lender, Administrative Agent shall notify Borrower and each Lender within fifteen (15) days after receipt of such Substitution Notice if such Eligible Lender is, in Administrative Agent's reasonable judgment, reasonably satisfactory as assignora lender hereunder (provided any existing Lender shall be satisfactory). If, any in the case the Substitute Lender is not a Lender, within ten (10) days after notice from Administrative Agent to Borrower and each Lender that such Eligible Lender is reasonably satisfactory or in the case the Substitute Lender is a Lender, within ten (10) days after Borrower delivers its Substitution Notice to Administrative Agent and each Lender, the Affected Lender shall not agree to waive the payment of the Additional Costs in question or the effect of the circumstances described in clause (ii) of Section 3.02 or in the second paragraph of Section 3.01, then the Affected Lender shall, so long as no Event of Default shall exist, assign its Note and all of its rights and obligations under this Agreement to the Substitute Lender, and the Substitute Lender shall assume all of the Affected Lender's rights and obligations, pursuant to an Assignment and Assumption necessary Agreement, executed by the Affected Lender and the Substitute Lender. It shall be a condition to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation ifand assumption that, prior thereto, as a result of a waiver by such Lender or otherwiseconcurrently therewith, the circumstances entitling Affected Lender also assigns, and the Borrower to require Substitute Lender assumes, the proportionate part of the Affected Lender's rights and obligations under the Other Loan. In connection with such assignment and delegation cease assumption, the Substitute Lender shall pay to applythe Affected Lender an amount equal to the outstanding principal amount under the Affected Lender's Note plus all interest accrued thereon, plus all other amounts, if any (other than the Additional Costs in question), then due and payable to the Affected Lender with respect to the Loan; provided, however, that prior to or simultaneously with any such assignment and assumption, Borrower shall have paid (or caused to be paid) to such Affected Lender all amounts properly demanded and unreimbursed under this Article III. Upon the effective date of such assignment and assumption and the payment by the Substitute Lender to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $3,500, the Substitute Lender shall become a party to this Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the Affected Lender shall be released from its obligations hereunder, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this Section, a note shall be issued to the Substitute Lender by Borrower, in substitution for the Affected Lender's Note, and the Affected Lender shall return its Note to Borrower. Such substitute note shall constitute a "Note", and the obligations evidenced by such substitute note shall be secured by the Mortgage. In connection with Borrower's execution of such substitute note as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute note and any related documents as Administrative Agent may reasonably request. If the Substitute Lender is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 7.13. Borrower, Administrative Agent and Lenders shall execute such modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with the substitution of Lenders in accordance with the foregoing provisions of this Section.

Substitution of Lenders. Upon the receipt by the Borrower from If (a) any Lender of a claim under Section 2.17shall become an Impaired Lender, 2.18 or 2.20, or upon receipt by the Borrower of written notice that (b) any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”demanded compensation under Section 5.01(a), or if (c) any Lender refuses to consent to any has not approved an amendment, waiver or other modification of any Loan Document requested this Agreement, if such amendment or waiver has been approved by the Borrower that requires Required Lenders and the consent of all Lenders directly affected thereby and such amendmentLender is required (in each case, waiver an “Affected Lender”), then the Administrative Agent or other modification is consented to by the Required Lenders, the Borrower may: shall have the right to make written demand on the Affected Lender (a) request one more of with a copy to the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, Borrower in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable demand by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (Administrative Agent or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already with a Lender, shall be reasonably satisfactory copy to the Administrative Agent in the case of a demand by the Borrower) to assign and the Issuing Lender, and (vi) the replaced Affected Lender shall be obligated assign, to make such replacement in accordance one or more financial institutions that comply with the provisions of Section 9.6 12.05 hereof (provided that the Borrower “Purchasing Lender” or replacement Lender shall be obligated “Purchasing Lenders”) to pay purchase the registration and processing fee except in the case of a Defaulting Lender). Each advances of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliverRevolving Credit Loans, on behalf of the Issuing Lender or such Lenderand/or Swing Line Loans, as the case may be, of such Affected Lender (including, without limitation, its participating interests in outstanding Swing Line Loans and Letters of Credit) and assume the commitment of the Affected Lender to extend credit under the Revolving Credit Commitment (including without limitation its obligation to purchase participations interest in Swing Line Loans and Letters of Credit) under this Agreement. The Affected Lender shall be obligated to sell its advances of the Revolving Credit Loans, and/or Swing Line Loans, as the case may be, and assign its commitment to extend credit under the Revolving Credit Commitment (including without limitation its obligations to purchase participations in Swing Line Loans and Letters of Credit) to such Purchasing Lender or Purchasing Lenders within ten (10) days after receiving notice from the Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, the Borrower shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten (10) Business Days after such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 5.04 if the Borrower had prepaid the outstanding LIBOR Loan of the Affected Lender on the date of such sale, and (ii) any additional compensation accrued for its account under Section 5.01(a), to but excluding said date. Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Lenders, the Affected Lender, as assignor, any such Purchasing Lender, as assignee, the Borrower and the Administrative Agent, shall enter into an Assignment Agreement pursuant to Section 12.05(b)(i) hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and Assumption necessary shall have all the rights and obligations of a Lender with a Percentage Share equal to effectuate its ratable share of the then applicable Aggregate Revolving Credit Commitments of the Affected Lender. In connection with any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by pursuant to this Section 2.22. A Lender shall not be required 12.05(g), the parties to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, shall pay to the circumstances entitling Administrative Agent the Borrower to require administrative fee for processing such assignment and delegation cease referred to applyin Section 12.05(b)(iv).”

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: If (a) request one more the obligation of the other Lenders any Lender to acquire and assume all make Eurocurrency-based Advances has been suspended pursuant to Section 11.5 or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; 11.6 or (b) replace such any 97 Lender by designating another Lender has demanded compensation under Section 11.1 or 11.7, (in each case, an "Affected Lender"), then Company shall have the right (subject to Section 13.8 hereof), with the assistance of the Agent, to seek a financial institution that is willing substitute lender or lenders (which may be one or more of the Lenders (the "Purchasing Lender" or "Purchasing Lenders") to acquire such Loans and Reimbursement Obligations purchase the Advances of the Revolving Credit and assume such Revolving Credit Commitment; provided that the commitments (iincluding without limitation its participations in Swing Line Advances and Letters of Credit) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time under this Agreement of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Affected Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced . The Affected Lender shall be obligated to make sell its Advances of the Revolving Credit and assign its commitments to such replacement in accordance Purchasing Lender or Purchasing Lenders within fifteen days after receiving notice from Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Company shall pay to the provisions Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten Business Days after such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 9.6 11.1 if Company (provided that or the Borrower applicable Permitted Borrower) has prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4, 11.7 and 11.10 to but excluding said date. Upon such sale, the Purchasing Lender or replacement Purchasing Lenders shall assume the Affected Lender's commitment, and the Affected Lender shall be obligated released from its obligations hereunder to pay the registration and processing fee except in the case of a Defaulting Lender)corresponding extent. Each If any Purchasing Lender is not already one of the Issuing Lender and each Lender hereby grants to Lenders, the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Affected Lender, as the case may be, as assignor, any such Purchasing Lender, as assignee, Company and the Agent, with the required consent of the Swing Line Bank shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and Assumption necessary shall have all the rights and obligations of a Lender with a Percentage equal to effectuate its ratable share of the then applicable Revolving Credit Aggregate Commitment. In connection with any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by pursuant to this Section 2.22. A 11.11, Company or the Purchasing Lender shall not be required pay to make any the Agent the administrative fee for processing such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower referred to require such assignment and delegation cease to applyin Section 13.8.

Substitution of Lenders. Upon If any Lender becomes a Defaulting Lender, the receipt Borrowers may, at Borrowers’ sole effort and expense, substitute another financial institution for such Defaulting Lender hereunder, upon reasonable prior written notice (which written notice must be given within 90 days following the notification to the Borrowers thereof) by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by Borrowers to the Borrower of written notice that any Lender has become a Applicable Administrative Agent and the Defaulting Lender that the Borrowers intend to make such substitution. A substitute financial institution (x) must be an Eligible Assignee and (y) if not already a Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part respect of such Lender’s LoansFacility, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing must be acceptable to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other thanthe Applicable Administrative Agent and, in the case of the replacement Revolving Facility, each Issuer (each such consent not to be unreasonably withheld, conditioned or delayed). If the proposed substitute financial institution or other entity meets the conditions set forth in clauses (x) and (y) above and the written notice was properly issued under this Section 2.20, the Defaulting Lender shall sell and the substitute financial institution or other entity shall purchase, at par plus accrued interest and Letter of a Credit Participation Fees, all rights and claims of such Defaulting Lender under the Loan Documents and such substitute financial institution or other entity shall assume, and the Defaulting Lender shall be relieved of, its Applicable Commitments and all other prior unperformed obligations of the Defaulting Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Defaulting Lender, as upon the effectiveness of such sale, purchase and assumption (that, in any event shall be conditioned upon the payment in full by the Borrowers in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date to such Defaulting Lender), the substitute financial institution or other entity shall become a result “Lender” hereunder in respect of the applicable Facility for all purposes of this Agreement (x) having a Commitment in the amount of such Defaulting Lender’s Commitment assumed by it (if any) and such Commitment of the Defaulting Lender shall be terminated and (y) holding the amount of Applicable Loans and Applicable Reimbursement Obligations held by the Defaulting Lender; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Defaulting Lender. Such Defaulting Lender shall execute and deliver to the Applicable Administrative Agent an Assignment and Acceptance to evidence such transfer; provided, however, that the failure of the Borrower Defaulting Lender to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) execute and deliver such Assignment and Acceptance shall have occurred not invalidate such assignment, and such Assignment and Acceptance shall be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent executed and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver delivered upon receipt by such Defaulting Lender or otherwise, the circumstances entitling the Borrower to require of such assignment and delegation cease to applypayment in full.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: If (a) request one more of it becomes unlawful for any Lender to continue to maintain Eurodollar Loans as contemplated by this Agreement or to accept deposits in order to maintain such Eurodollar Loans and such Lender notifies the other Lenders Company pursuant to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; Section 7.9 or (b) replace such Lender by designating another Lender or a financial institution that the Company is willing required to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with make any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations payment pursuant to Section 2.31(a)(ii7.10 or Section 7.12 that is attributable to any particular Lender (any such Lender, an “Affected Lender”), at the request of the Company and with the consent of the Administrative Agent (in its sole discretion exercised reasonably), any Eligible Assignee reasonably acceptable to the Administrative Agent (which Eligible Assignee may be the Lender acting as the Administrative Agent) shall have occurred the right (but not the obligation) to purchase from such Affected Lender, and be continuing at such Affected Lender shall, upon the time request of the Administrative Agent, sell and assign to such Eligible Assignee, all of the Term Loan Commitments and the Term Loans of such replacement, (iii) Affected Lender for an amount equal to the Borrower shall repay (or the replacement bank or institution shall purchase, at par) principal balance of all applicable Loans held by such Affected Lender and Reimbursement Obligations, all accrued interest, and unpaid interest and fees and other amounts owing to such replaced Lender prior to with respect thereto through the date of replacement such sale and purchase (including all amounts then owing to the “Purchase Amount”); provided, however, that such replaced Lender pursuant to Sections 2.17, 2.18 sale and 2.20 and, if applicable, purchase (and the prepayment fee pursuant to Section 2.3(dcorresponding assignment) shall not be effective until (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (ivA) the Borrower Administrative Agent shall be liable to have received from such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably Eligible Assignee an agreement in form and substance satisfactory to the Administrative Agent and the Issuing LenderCompany whereby such Eligible Assignee shall agree to be bound by the terms hereof, (B) such Affected Lender shall have received the Purchase Amount from such Eligible Assignee and (viC) the replaced Company shall have paid such Affected Lender an amount equal to the Prepayment Fee, if any, on the aggregate outstanding principal amount of all Term Loans subject to such sale and purchase (which sale and purchase shall be obligated to make constitute a prepayment of such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting LenderTerm Loans). Each of the Issuing Lender agrees that, if it becomes an Affected Lender, it shall execute and each Lender hereby grants deliver to the Administrative Agent (x) an irrevocable power of attorney Assignment and Acceptance to evidence such sale and assignment and (which power is coupled with an interesty) to execute the extent the Term Loan Commitments and deliver, on behalf of the Issuing Lender or Term Loans subject to such Lender, as the case may be, as assignor, any Assignment and Assumption necessary Acceptance are evidenced by a Note or Notes, such Note or Notes; provided, however, that the failure of any Affected Lender to effectuate any assignment of the Issuing Lender’s execute an Assignment and Acceptance or deliver such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender Note or Notes shall not be required to make any render such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, sale and purchase (and the circumstances entitling the Borrower to require such assignment and delegation cease to applycorresponding assignment) invalid.

Substitution of Lenders. Upon the receipt by the a Borrower from any Lender (an “Affected Lender”) of a claim under Section 2.172.12(h), 2.18 3.01, 3.02(b), 3.03 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”3.05, or if any Lender refuses shall (x) become a Defaulting Lender or a Declining Lender or (y) deliver a Notice of Objection pursuant to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required LendersSection 2.14, the Borrower Company may: (a) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans, Reimbursement Obligations Loans and Revolving Credit CommitmentCommitments; or (b) replace such Affected Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit CommitmentCommitments; provided that (i) such replacement does not conflict with any Requirement requirement of Lawlaw, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the applicable Borrower shall repay (or the replacement bank or financial institution shall purchase, at par) all Loans and Reimbursement ObligationsLoans, accrued interest, fees interest and other Table of Contents amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower))replacement, (iviii) the Borrower applicable Borrowers shall be liable to such replaced Lender under Section 2.19 3.04 if any Eurodollar Eurocurrency Rate Loan or CDOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (viv) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenderotherwise qualify as an Eligible Assignee, and (viv) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 11.01 (provided that the Borrower applicable Borrowers or replacement Lender shall be obligated to pay the registration and processing fee except in fee) and (vi) the case of a Defaulting Lenderapplicable Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.12(h). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender 3.01, 3.02(b), 3.03 or such Lender3.05, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment the extent such additional amounts were incurred on or prior to the consummation of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyreplacement.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an "Affected Lender") of a claim under Section 2.17SECTION 4.1, 2.18 4.2(b) or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders4.6, the Borrower may: (a) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans, Reimbursement Obligations 's Loans and Revolving Credit Commitment; or (b) replace such Affected Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided PROVIDED that (i) such replacement does not conflict with any Requirement requirement of Lawlaw, (ii) no Default or Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or financial institution 59 shall purchase, at par) all Loans and Reimbursement ObligationsLoans, accrued interest, fees interest and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower))replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 SECTION 4.5 if any Eurodollar Fixed Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenderotherwise qualify as an Eligible Assignee, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 SECTION 11.1 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in fee) and (vii) the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants Borrower shall pay all additional amounts (if any) required pursuant to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interestSECTION 4.1, 4.2(b) to execute and deliver, on behalf of the Issuing Lender or such Lender4.6, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment the extent such additional amounts were incurred on or prior to the consummation of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyreplacement.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar EurodollarSOFR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such LenderLxxxxx’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Substitution of Lenders. Upon In the event that (x) any Lender, pursuant to Section 2.11, 2.12 or 2.14 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which such Lender demands compensation pursuant to such Section, which compensation increases the effective lending rate of such Lender in excess of the effective lending rate of the other Lenders, and such Lender has not mitigated such increased costs, reduced payment or additional payment within 60 days after receipt by such Lender from the Borrower of a written notice that such Lender's effective lending rate has so exceeded the effective lending rate of the other Lenders, or (y) any Lender has determined pursuant to Section 2.08 hereof that it may not make or maintain all or certain of its Eurodollar Rate Advances at such time (and the other Lenders shall continue to be able to make or maintain their corresponding Eurodollar Rate Advances at such time) and the inability of such Lender to make or maintain such Eurodollar Rate Advances continues for 60 or more days after the receipt by the Borrower such Lender from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice of such inability and that the Borrower requests that such Lender alleviate such inability, then and in any such event, the Borrower may substitute for such Lender has become a Defaulting (the "Affected Lender") another financial institution, which financial institution shall be an Eligible Assignee, for such Lender to assume the Commitment of such Affected Lender and to purchase the Note of such Affected Lender hereunder in accordance with the provisions set forth Section 8.07. Such assumption and purchase shall be effected by execution and delivery by such Affected Lender and such replacement Lender of an Assignment and Acceptance, and shall otherwise be made in the definition of “Defaulting Lender”manner described in Section 8.07, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of Affected Lender's obligation to so assign and sell its Commitment and Note shall be subject to the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) condition that all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Affected Lender prior to the date of replacement (including including, without limitation, principal, accrued and unpaid interest and fees, and all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Affected Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender Sections 2.11, 2.12, 2.14 and 8.04) shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement have been paid in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyfull.

Substitution of Lenders. Upon the receipt by If any Lender requests compensation from the Borrower from under Section 2.10(a) or (b), if the Borrower is required to pay any additional amounts with respect to any Lender of a claim or SPC under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”2.12(a), or if any Lender refuses shall become a Defaulting Lender or a Non-Consenting Lender, the Borrower shall have the right, with the assistance of the Agent, to consent seek one or more substitute banks or financial institutions (which may be one or more of the Lenders) reasonably satisfactory to the Agent and the Borrower to purchase the Advances and assume the Commitments of such Lender or SPC, as applicable, and the Borrower, the Agent, such Lender or such SPC, as applicable, and such substitute banks or financial institutions shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 8.07(a) hereof to effect the assignment of rights to and the assumption of obligations by such substitute banks or financial institutions; provided that (a) any such Lender or SPC, as applicable, shall be entitled to (i) if requesting compensation from the Borrower under Section 2.10(a) or (b), compensation under Section 2.10 for any costs incurred by it prior to its replacement, (ii) payment of all Advances of such Lender then outstanding and all interest and fees accrued to the date of such payment, and (iii) if any Eurodollar Rate Advances of such Lender are then outstanding, any reimbursement which would be payable under Section 8.04(b) in connection with a prepayment of such Eurodollar Rate Advances on such date, (b) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (iic) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred then exist and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applycontinuing.

Substitution of Lenders. Upon the receipt by the Borrower Borrowers from any Lender (an “Affected Lender”) of a notice under Section 2.13(b) or a claim under Section 2.16 or 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice at any time that any a Lender has become is a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower Borrowers may: (a) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loansor Defaulting Lender’s, Reimbursement Obligations as the case may be, Loans and Revolving Credit Commitment; or (b) replace such Affected Lender or Defaulting Lender, as the case may be, by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Default or Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank Lender or institution shall purchase, at par) , all Loans and Reimbursement ObligationsLoans, accrued interest, accrued fees and other amounts owing to such replaced Lender prior to on and as of the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower))replacement, (iv) the Borrower Borrowers shall be liable to such replaced Lender under Section 2.19 2.18 if any Eurodollar LIBOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating theretothereto and shall pay any such amounts to such Lender on the date of such replacement, (v) the replacement bank Lender or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing LenderAgent, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower Borrowers or replacement Lender shall be obligated to pay the registration and processing fee except in fee), (vii) the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants Borrowers shall pay all additional amounts (if any) required pursuant to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender Sections 2.16 or such Lender2.17, as the case may be, as assignor, any Assignment to the extent such additional amounts were incurred on or prior to the consummation of such replacement and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder (viii) in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make case of any such assignment resulting from a claim under Section 2.16 or delegation if2.17, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applywill result in a reduction in such compensation or payments thereafter.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that If (a) any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition failed to fund its Revolving Credit Percentage of “Defaulting Lender”any Revolving Credit Advance, or if to fund a Revolving Credit Advance to repay a Swing Line Advance or any Reimbursement Obligations, (b) the obligation of any Lender refuses to consent make Eurodollar-based Advances has been suspended pursuant to Section 11.3 or 11.4, (c) any Lender has demanded compensation under Section 3.4(c), 11.5 or 11.6 or (d) any Lender has not 107 approved an amendment, waiver or other modification of any Loan Document requested this Agreement, if such amendment or waiver has been approved by the Borrower that requires Majority Lenders and the consent of all Lenders directly affected thereby and such amendmentLender is required (in each case, waiver an “Affected Lender”), then the Agent or other modification is consented to by the Required Lenders, the Borrower may: shall have the right to make written demand on the Affected Lender (a) request one more of with a copy to the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, Borrower in the case of a demand by the replacement Agent or with a copy to the Agent in the case of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable demand by the Borrower)), (iv) to assign and the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Affected Lender shall be prepaid (assign, to one or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance more financial institutions that comply with the provisions of Section 9.6 13.8 hereof (provided that the Borrower “Purchasing Lender” or replacement Lender shall be obligated “Purchasing Lenders”) to pay purchase the registration and processing fee except in the case of a Defaulting Lender). Each Advances of the Issuing Lender and each Lender hereby grants to Revolving Credit, Swing Line and/or the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such LenderTerm Loan, as the case may be, of such Affected Lender (including, without limitation, its participating interests in outstanding Swing Line Advances and Letters of Credit) and assume the commitment of the Affected Lender to extend credit under the Revolving Credit (including without limitation its obligation to purchase participations interest in Swing Line Advances and Letters of Credit) under this Agreement. The Affected Lender shall be obligated to sell its Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be, and assign its commitment to extend credit under the Revolving Credit (including without limitation its obligations to purchase participations in Swing Line Advances and Letters of Credit) to such Purchasing Lender or Purchasing Lenders within ten (10) days after receiving notice from the Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, the Borrower shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten (10) Business Days after such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 11.1 if the Borrower had prepaid the outstanding Eurodollar-based Advances of the Affected Lender on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.6 to but excluding said date. Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Lenders, the Affected Lender, as assignor, any such Purchasing Lender, as assignee, the Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and Assumption necessary shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to effectuate its ratable share of the then applicable Revolving Credit Aggregate Commitment and the applicable Percentages of the Term Loan of the Affected Lender. In connection with any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by pursuant to this Section 2.22. A 13.12, the Borrower or the Purchasing Lender shall not be required pay to make any the Agent the administrative fee for processing such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower referred to require such assignment and delegation cease to applyin Section 13.8.

Substitution of Lenders. Upon In the event that (x) any Lender, pursuant to Section 2.10, 2.11 or 2.13 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which such Lender demands compensation pursuant to such Section, which compensation increases the effective lending rate of such Lender in excess of the effective lending rate of the other Lenders, and such Lender has not mitigated such increased costs, reduced payment or additional payment within 60 days after receipt by such Lender from the Borrower of a written notice that such Lender's effective lending rate has so exceeded the effective lending rate of the other Lenders, or (y) any Lender has determined pursuant to Section 2.07 hereof that it may not make or maintain all or certain of its Eurodollar Rate Advances at such time (and the other Lenders shall continue to be able to make or maintain their corresponding Eurodollar Rate Advances at such time) and the inability of such Lender to make or maintain such Eurodollar Rate Advances continues for 60 or more days after the receipt by the Borrower such Lender from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice of such inability and that the Borrower requests that such Lender alleviate such inability, then and in any such event, the Borrower may substitute for such Lender has become a Defaulting (the "Affected Lender") another financial institution, which financial institution shall be an Eligible Assignee, for such Lender to assume the Commitment of such Affected Lender and to purchase the Note of such Affected Lender hereunder in accordance with the provisions set forth Section 8.07. Such assumption and purchase shall be effected by execution and delivery by such Affected Lender and such replacement Lender of an Assignment and Acceptance, and shall otherwise be made in the definition of “Defaulting Lender”manner described in Section 8.07, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of Affected Lender's obligation to so assign and sell its Commitment and Note shall be subject to the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) condition that all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Affected Lender prior to the date of replacement (including including, without limitation, principal, accrued and unpaid interest and fees, and all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Affected Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender Sections 2.10, 2.11, 2.13 and 8.04) shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement have been paid in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyfull.

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: If (a) request one more the obligation of the other Lenders any Lender to acquire and assume all make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; 11.5 or (b) replace such any Lender by designating another has demanded compensation under Section 3.4(c), 11.1 or 11.5, (in each case, an “Affected Lender”), then the Borrowers shall have the right (subject to Section 13.9 hereof), with the assistance of the 77 Agent, to seek a substitute Lender or a financial institution that is willing Lenders (which may be one or more of the Lenders (the “Purchasing Lender” or “Purchasing Lenders”) to acquire such Loans and Reimbursement Obligations purchase the Advances of the Revolving Credit and assume such Revolving Credit Commitment; provided that the commitments (iincluding without limitation its participations in Swing Line Advances and Letters of Credit) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time under this Agreement of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Affected Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced . The Affected Lender shall be obligated to make sell its Advances of the Revolving Credit and assign its commitments to such replacement in accordance Purchasing Lender or Purchasing Lenders within fifteen (15) days after receiving notice from Borrowers requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Borrowers shall pay to the provisions Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten (10) Business Days after such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 9.6 11.1 if the applicable Borrower has prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such sale and (provided that ii) any additional compensation accrued for its account under Sections 3.4(c), 11.7 and 11.9 to but excluding said date. Upon such sale, the Borrower Purchasing Lender or replacement Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be obligated released from its obligations hereunder to pay the registration and processing fee except in the case of a Defaulting Lender)corresponding extent. Each If any Purchasing Lender is not already one of the Issuing Lender and each Lender hereby grants to Lenders, the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Affected Lender, as the case may be, as assignor, any such Purchasing Lender, as assignee, CALP and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.9 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and Assumption necessary shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to effectuate its ratable share of the then applicable Revolving Credit Aggregate Commitment. In connection with any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by pursuant to this Section 2.22. A 11.10, the Borrowers or the Purchasing Lender shall not be required pay to make any the Agent the administrative fee for processing such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower referred to require such assignment and delegation cease to applyin Section 13.9.

Substitution of Lenders. Upon the receipt by the Borrower Borrowers from any Lender (an “Affected Lender”) of a notice under Section 2.13(b) or a claim under Section 2.16 or 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice at any time that any a Lender has become is a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower Borrowers may: (a) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loansor Defaulting Lender’s, Reimbursement Obligations as the case may be, Loans and Revolving Credit Commitment; or (b) replace such Affected Lender or Defaulting Lender, as the case may be, by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Default or Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank Lender or institution shall purchase, at par) , all Loans and Reimbursement ObligationsLoans, accrued interest, accrued fees and other amounts owing to such replaced Lender prior to on and as of the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower))replacement, (iv) the Borrower Borrowers shall be liable to such replaced Lender under Section 2.19 2.18 if any Eurodollar LIBOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating theretothereto and shall pay any such amounts to such Lender on the date of such replacement, (v) the replacement bank Lender or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing LenderAgent, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower Borrowers or replacement Lender shall be obligated to pay the registration and processing fee except in fee),(vii) the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants Borrowers shall pay all additional amounts (if any) required pursuant to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender Sections 2.16 or such Lender2.17, as the case may be, as assignor, any Assignment to the extent such additional amounts were incurred on or prior to the consummation of such replacement and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder (viii) in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make case of any such assignment resulting from a claim under Section 2.16 or delegation if2.17, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applywill result in a reduction in such compensation or payments thereafter.

Substitution of Lenders. Upon the receipt by the Borrower Borrowers from any Lender (an “Affected Lender”) of a notice under Section 2.13(b) or 5.9(b) or a claim under Section 2.16 or 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice at any time that any a Lender has become is a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting or a Non-Consenting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower Borrowers may: (a) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loansor Defaulting Lender’s, Reimbursement Obligations as the case may be, Loans and Revolving Credit Commitment; or (b) replace such Affected Lender or Defaulting Lender, as the case may be, by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Default or Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank Lender or institution shall purchase, at par) , all Loans and Reimbursement ObligationsLoans, accrued interest, accrued fees and other amounts owing to such replaced Lender prior to on and as of the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower))replacement, (iv) the Borrower Borrowers shall be liable to such replaced Lender under Section 2.19 2.18 if any Eurodollar LIBOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating theretothereto and shall pay any such amounts to such Lender on the date of such replacement, (v) the replacement bank Lender or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing LenderAgent, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower Borrowers or replacement Lender shall be obligated to pay the registration and processing fee except in fee), (vii) the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants Borrowers shall pay all additional amounts (if any) required pursuant to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender Sections 2.16 or such Lender2.17, as the case may be, as assignorto the extent such additional amounts were incurred on or prior to the consummation of such replacement, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder (viii) in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make case of any such assignment resulting from a claim under Section 2.16 or delegation if2.17, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment will result in a reduction in such compensation or payments thereafter and delegation cease to apply(ix) in the case of any such assignment resulting from a notice under Section 5.9(b), such assignment will result in the applicable Foreign Subsidiary becoming a Borrower hereunder.

Substitution of Lenders. Upon the receipt by the Administrative Borrower from of any of the following (or in the case of clause (a) below, if the Borrower is required to pay any such amount), with respect to any Lender (any such Lender described in clauses (a) through (c) below being referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of a claim Indemnified Taxes or additional amounts under Section 2.172.17 or of increased costs pursuant to Section 2.16(b) or Section 2.16(c) (and, 2.18 or 2.20in any such case, or upon receipt by the Borrower of written notice that any such Lender has become declined or is unable to designate a Defaulting Lender different lending office in accordance with Section 2.19 or is a Non-Consenting Lender); (b) a notice from the provisions set forth in the definition of “Defaulting Lender”, Administrative Agent under Section 10.1(b) that one or if any Lender refuses more Minority Lenders are unwilling to consent agree to any amendment, waiver an amendment or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to approved by the Required Lenders, Lenders and the Administrative Agent; or (c) notice from the Administrative Agent that a Lender is a Defaulting Lender; then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent and such Affected Lender: (ai) request that one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans, Reimbursement Obligations Loans and Revolving Credit Commitment; or (bii) replace designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Lender by designating another Affected Lender’s Loans and Commitment (the replacing Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that lender in (i) such replacement does not conflict with any Requirement of Law, or (ii) no Event of Default (other thanbeing a “Replacement Lender”); provided, in the case of the replacement of a Defaulting Lenderhowever, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) that the Borrower shall be liable to such replaced Lender for the payment upon demand of all costs and other amounts arising under Section 2.19 if 2.18 that result from the acquisition of any Eurodollar Affected Lender’s Loan owing to such replaced Lender shall be prepaid and/or Commitment (or purchasedany portion thereof) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already by a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Replacement Lender, as the case may be, as assignoron a date other than the last day of the applicable Interest Period with respect to any SOFR Loans then outstanding and provided further, however, that if the Borrower elects to exercise such right with respect to any Affected Lender under clauses (a) or (b) of this Section 2.20, then the Borrower shall be obligated to replace all Affected Lenders under such clauses. The Affected Lender replaced pursuant to this Section 2.20 shall be required to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitment upon payment to such Affected Lender of an amount (in the aggregate for all Replacement Lenders) equal to 100% of the outstanding principal of the Affected Xxxxxx’s Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including amounts under Section 2.18 hereof). Any such designation of a Replacement Lender shall be effected in accordance with, and subject to the terms and conditions of, the assignment provisions contained in Section 10.6 (with the assignment fee to be paid by the Borrower in such instance), provided that, if such Affected Lender does not comply with Section 10.6 within ten (10) Business Days after the Administrative Borrower’s request, the Assignment and Assumption necessary to effectuate any assignment shall nevertheless be effective without the signature of such Affected Lender. Notwithstanding the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.foregoing,

Substitution of Lenders. Upon the receipt by the Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender has become a Defaulting Lender in accordance with the provisions set forth in the definition of “Defaulting Lender”, or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and2.20and, if applicable, the prepayment fee pursuant to Section 2.3(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower)), (iv) the Borrower shall be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each Lender).Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.