Common use of Affected Lenders Clause in Contracts

Affected Lenders. If Borrower is obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D), 2.7 or 3.6 hereof, Borrower may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably acceptable to Administrative Agent, and such Lender hereby agrees to be so replaced subject to the following: (i) The obligations of Borrower hereunder to the Lender to be replaced (including such increased or additional costs incurred by such Lender through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (ii) Each replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused Borrower’s election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative Agent such documentation satisfactory to Administrative Agent pursuant to which such replacement Lender is to become a party hereto, with a commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iii) Upon such execution of such documents referred to in clause (ii) and repayment of the amount referred to in clause (i), each replacement Lender shall be a “Lender” with a commitment as specified hereinabove and the Lender being replaced shall cease to be a “Lender” hereunder, except with respect to such provisions under this Agreement, which expressly survive the termination of this Agreement as to such replaced Lender; (iv) Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9, but at no time shall Administrative Agent be obligated to initiate any such replacement; (v) Any Lender replaced under this subsection 2.9 shall be replaced at Borrower’s sole cost and expense; and (vi) If Borrower proposes to replace any Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement Lender.

Affected Lenders. If Borrower is the Borrowers are obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D)this SECTION 15.23, 2.7 or 3.6 hereof, Borrower the Borrowers may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably another lender acceptable to the Administrative Agent, and such Lender hereby agrees to be so replaced subject to the following: (i) The obligations of Borrower the Borrowers hereunder to the Lender to be replaced (including such increased or additional costs incurred by from the date of notice to the Borrowers of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (ii) Each The replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused Borrower’s the Borrowers' election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to the Administrative Agent such documentation satisfactory to the Administrative Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of SECTION 13.1 hereof, with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Revolving Credit Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Revolving Credit Loans of the Lender being replaced; (iii) Upon such execution of such documents referred to in clause CLAUSE (iiII) and repayment of the amount amounts referred to in clause CLAUSE (iI), each the replacement Lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (iv) The Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9SECTION 15.23, but at no time shall the Administrative Agent be obligated to initiate any such replacement; (v) Any Lender replaced under this subsection 2.9 SECTION 15.23 shall be replaced at Borrower’s the Borrowers' sole cost and expenseexpense and at no cost or expense to the Administrative Agent or any of the Lenders; and (vi) If Borrower proposes the Borrowers propose to replace any Lender pursuant to this subsection 2.9 SECTION 15.23 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6hereunder, then it the Borrowers must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment's Commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement LenderSections.

Affected Lenders. If any Borrower is obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D)Subsections 2.11, 2.7 2.16, 2.18 or 3.6 2.21(J) hereof, Borrower or if any Lender is a Defaulting Lender, Borrowers may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably another lender acceptable to Administrative Agent, and such Lender hereby agrees to be so replaced subject to the following: (iA) The obligations of Borrower the Borrowers hereunder to the Lender to be replaced (including such increased or additional costs incurred by from the date of notice to the Borrowers of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (iiB) Each If such replacement is a result of increased costs under Subsections 2.11, 2.16, 2.18 or 2.21(J), the replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused Borrower’s the Borrowers' election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative Agent such documentation satisfactory to Administrative Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of Subsection 11.6 hereof, with a commitment Revolving Credit Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iiiC) Upon such execution of such documents referred to in clause (iiB) and repayment of the amount amounts referred to in clause (iA), each the replacement Lender lender shall be a “"Lender” " with a commitment Revolving Credit Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (ivD) Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9Subsection 2.12, but at no time shall Administrative Agent be obligated to initiate any such replacement; (vE) Any Lender replaced under this subsection 2.9 Subsection 2.12 shall be replaced at Borrower’s the Borrowers' sole cost and expenseexpense and at no cost or expense to Agent or any of the Lenders; and (viF) If Borrower proposes the Borrowers propose to replace any Lender pursuant to this subsection 2.9 Subsection 2.12 because the Lender seeks reimbursement under subsection 2.6either Subsections 2.11, 2.7 2.16, 2.18 or 3.62.21(J), then it they must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) 's Revolving Credit Commitment under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement Lender.

Affected Lenders. If the Borrower is obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D)Sections 3.16. or 3.20., 2.7 or 3.6 hereof, the Borrower may, if (i) no Event of Default or Potential Event of Default then existsexists and (ii) Requisite Lenders have not made a claim for indemnification under such Section(s), replace such Lender with one or more assignees reasonably another lender acceptable to the Administrative Agent, and such Lender hereby agrees to be so replaced subject to the following: (ia) The obligations of the Borrower hereunder to the Lender to be replaced (including such increased or additional costs incurred by from the date of notice to the Borrower of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (iib) Each The replacement Lender shall be a bank or other financial institution that is not subject to such the increased costs arising under such section(s) which caused may have effectuated the Borrower’s 's election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to the Administrative Agent such documentation satisfactory to the Administrative Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of Section 11.5., with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iiic) Upon such execution of such documents referred to in clause (iib) and repayment of the amount amounts referred to in clause (ia), each the replacement Lender lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (ivd) The Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9Section, but at no time shall the Administrative Agent be obligated to initiate any such replacement;; and (ve) Any Lender replaced under this subsection 2.9 Section shall be replaced at the Borrower’s 's sole cost and expense; and (vi) If Borrower proposes expenses and at no cost or expense to replace the Administrative Agent or any Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement LenderLenders.

Affected Lenders. If Borrower is the Borrowers are obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D)Section 4.15 or this Section 4.16, 2.7 or 3.6 hereof, Borrower the Borrowers may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably another lender acceptable to the Administrative Agent, and such Lender hereby agrees to be so replaced subject to the following: (i) The obligations of Borrower the Borrowers hereunder to the Lender to be replaced (including such increased or additional costs incurred by from the date of notice to the Borrowers of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (ii) Each The replacement Lender shall be a bank or other financial institution that is not subject to such the increased costs which caused Borrower’s the Borrowers' election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to the Administrative Agent such documentation satisfactory to the Administrative Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of Section 13.1 hereof, with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Revolving Credit Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Revolving Credit Loans of the Lender being replaced; (iii) Upon such execution of such documents referred to in clause (ii) and repayment of the amount amounts referred to in clause (i), each the replacement Lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (iv) The Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9Section 4.16, but at no time shall the Administrative Agent be obligated to initiate any such replacement; (v) Any Lender replaced under this subsection 2.9 Section 4.16 shall be replaced at Borrower’s the Borrowers' sole cost and expenseexpense and at no cost or expense to the Administrative Agent or any of the Lenders; and (vi) If Borrower proposes the Borrowers propose to replace any Lender pursuant to this subsection 2.9 Section 4.16 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6hereunder, then it the Borrowers must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment's Commitment) under such subsections; provided however Sections. (vii) Each Lender agrees that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of requested by MasTec and not inconsistent with such Lender's internal policies, such Lender shall use reasonable efforts and take such actions as are reasonably appropriate if as a result thereof the commitment additional fees or amounts which would otherwise be required to be paid to such Lender pursuant to Section 4.14, 4.15 or 4.16 would be materially reduced, or the illegality or other adverse circumstances which would otherwise require a conversion of such replacement Loans would cease to exist, and in each case, if as determined by such Lender in its discretion, the taking of such actions would not adversely affect such Lender or the Loans or otherwise be disadvantageous to such Lender. To the extent practicable and applicable, each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis.

Affected Lenders. If any Borrower is obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D)Sections 3.10, 2.7 4.14 or 3.6 hereof4.15 hereof or if any Lender is a Defaulting Lender, such Borrower may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably another lender acceptable to Administrative the Agent, and such Lender hereby agrees to be so replaced subject to the following: (ia) The obligations Obligations of each Borrower hereunder to the Lender to be replaced (including such increased or additional costs incurred by from the date of incurrence of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (iib) Each If such replacement Lender is a result of increased costs under Sections 3.10, 4.14 or 4.15, the replacement lender shall be a bank or other financial institution that is not subject to such increased costs which caused the Borrower’s 's election to replace any Lender hereunder, and each such replacement Lender lender shall execute and deliver to Administrative the Agent such documentation satisfactory to Administrative the Agent pursuant to which such replacement Lender lender is to become a party hereto, conforming to the provisions of Section 11.8 hereof, with a commitment total Commitments equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Revolving Loans and Term Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Revolving Loans and Term Loans of the Lender being replaced; (iiic) Upon such execution of such documents referred to in clause (iib) and repayment of the amount amounts referred to in clause (ia), each the replacement Lender lender shall be a “"Lender” " with a commitment Commitments as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Credit Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (ivd) Administrative The Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9Section 4.16, but at no time shall Administrative the Agent be obligated to initiate any such replacement; (ve) Any Lender replaced under this subsection 2.9 Section 4.16 shall be replaced at Borrower’s the Borrowers' sole cost and expenseexpense and at no cost or expense to the Agent or any of the Lenders; and (vif) If any Borrower proposes to replace any Lender pursuant to this subsection 2.9 Section 4.16 because the Lender seeks reimbursement under subsection 2.6either Section 3.10, 2.7 4.14 or 3.64.15, then it must also replace any other Lender or proportionately replace the Commitments and Loans of all Lenders who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment's Commitments) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement LenderSections.

Affected Lenders. If the Borrower is obligated to pay to any Lender (whether in its capacity as a Lender or an Issuing Bank) or any additional Serving Affiliate of such Lender any amount under subsections 2.6 (other than subsection 2.6D)Sections 2.8 or 4.9, 2.7 or 3.6 hereofif any Lender is a Defaulting Lender, the Borrower may, if no Event of Default or Potential Event of Default then exists, replace such Lender or Serving Affiliate with one or more assignees reasonably another lender acceptable to Administrative the Agent, and such Lender hereby agrees to be so replaced or to cause such Serving Affiliate to be replaced, subject to the following: (i) The obligations of the Borrower hereunder to the Lender to be replaced (in its capacity as a Lender, and including such increased or additional costs incurred by from the date of notice to the Borrower of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement;; and (ii) Each the obligations of the Borrower hereunder to the Lender to be replaced in its capacity as an Issuing Bank, or to its Serving Affiliate in such capacity, shall continue until (A) each Letter of Credit issued by that Person has expired or been drawn in full, (B) all outstanding reimbursement obligations with respect to Letters of Credit, together with interest thereon at the L/C Interest Rate, shall have been paid in full and (C) all Liabilities under each L/C Application, to the extent due, have been paid in full and, to the extent not due, been secured to the satisfaction of such Person, to the extent due, have been paid in full and, to the extent not due, been secured to the satisfaction of such Person. (b) If such replacement is a result of increased costs under Sections 2.8 or 4.9, the replacement Lender shall be a bank or other financial institution or investment fund that is not subject to such increased costs which caused the Borrower’s election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative the Agent such documentation satisfactory to Administrative the Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of Section 11.5, with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced;. (iiic) Upon such execution of such documents referred to in clause (iib) above and repayment of the amount amounts referred to in clause (i)a) above, each the replacement Lender lender shall be a “Lender” with a commitment Commitment as specified hereinabove herein above and the Lender being replaced shall cease to be a “Lender” hereunder, except with respect to such indemnification and reimbursement provisions under this Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender;Lender and except to the extent such Lender continues to be an Issuing Bank pursuant to Section 2.9(a)(ii). (ivd) Administrative The Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection Section 2.9, but at no time shall Administrative the Agent be obligated to initiate any such replacement;. (ve) Any Lender replaced under this subsection Section 2.9 shall be replaced at the Borrower’s sole cost and expense; andexpense and at no cost or expense to the Agent or any of the Lenders. (vif) If the Borrower proposes to replace any Lender pursuant to this subsection Section 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 either Section 2.8 or 3.64.9, then it must also replace any other Lender who seeks similar or greater levels amounts of reimbursement (as a percentage of such Lender’s commitmentCommitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement LenderSections.

Affected Lenders. If any Borrower is obligated to pay to any Lender ---------------- (whether in its capacity as a Lender or an Issuing Lender) or any additional Serving Affiliate of such Lender any amount under subsections 2.6 (other than subsection 2.6D)Sections 2.8 or 4.9, 2.7 or 3.6 hereofif any Lender is a Defaulting Lender, Borrower the Borrowers may, if no Event of Default or Potential Event of Default then exists, replace such Lender or Serving Affiliate with one or more assignees reasonably another lender acceptable to Administrative the Agent, and such Lender hereby agrees to be so replaced or to cause such Serving Affiliate to be replaced, subject to the following: (i) The obligations of Borrower the Borrowers hereunder to the Lender to be replaced (in its capacity as a Lender, and including such increased or additional costs incurred by from the date of notice to the Funds Administrator of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement;; and (ii) Each the obligations of the Borrowers hereunder to the Lender to be replaced in its capacity as an Issuing Lender, or to its Serving Affiliate in such capacity, shall continue until (A) each Letter of Credit issued by that Person has expired or been drawn in full, (B) all outstanding reimbursement obligations with respect to Letters of Credit, together with interest thereon at the LC Interest Rate, shall have been paid in full, and (C) all Liabilities in respect of Letters of Credit, to the extent due, have been paid in full and, to the extent not due, been secured to the satisfaction of such Person. (b) If such replacement is a result of increased costs under Sections 2.8 or 4.9, the replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused Borrower’s the Borrowers' election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative the Agent such documentation satisfactory to Administrative the Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of Section 11.6, with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iiic) Upon such execution of such documents referred to in clause (iib) and repayment of the amount amounts referred to in clause (ia), each the replacement Lender lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove herein above and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Credit Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (iv) Administrative Agent shall reasonably cooperate in effectuating Lender and except to the replacement of any extent such Lender under this subsection 2.9, but at no time shall Administrative Agent continues to be obligated to initiate any such replacement; (v) Any Lender replaced under this subsection 2.9 shall be replaced at Borrower’s sole cost and expense; and (vi) If Borrower proposes to replace any an Issuing Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement Lender.Section 2.9(a)(ii);

Affected Lenders. If any Borrower is obligated to pay to any Lender (whether in its capacity as a Lender or an Issuing Bank) or any additional Serving Affiliate of such Lender any amount under subsections 2.6 (other than subsection 2.6D)SECTIONS 2.8 OR 4.7, 2.7 or 3.6 hereofif any Lender is a Defaulting Lender, Borrower the Borrowers may, if no Event of Default or Potential Event of Default then exists, replace such Lender or Serving Affiliate with one or more assignees reasonably another lender acceptable to Administrative the Agent, and such Lender hereby agrees to be so replaced or to cause such Serving Affiliate to be replaced, subject to the following: (i) The obligations of Borrower the Borrowers hereunder to the Lender to be replaced (in its capacity as a Lender, and including such increased or additional costs incurred by from the date of notice to the appropriate Funds Administrator of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement;; and (ii) Each the obligations of the Borrowers hereunder to the Lender to be replaced in its capacity as an Issuing Bank, or to its Serving Affiliate in such capacity, shall continue until (A) each Letter of Credit issued by that Person has expired or been drawn in full, (B) all outstanding reimbursement obligations with respect to Letters of Credit, together with interest thereon at the L/C Interest Rate, shall have been paid in full, and (C) all Liabilities under each L/C Application, to the extent due, have been paid in full and, to the extent not due, been secured to the satisfaction of such Person, to the extent due, have been paid in full and, to the extent not due, been secured to the satisfaction of such Person. (b) If such replacement is a result of increased costs under SECTIONS 2.8 OR 4.7, the replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused Borrower’s the Borrowers' election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative the Agent such documentation satisfactory to Administrative the appropriate Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of SECTION 11.6, with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iiic) Upon such execution of such documents referred to in clause CLAUSE (iib) and repayment of the amount amounts referred to in clause CLAUSE (ia), each the replacement Lender lender shall be a “"Lender” " with a commitment Commitments as specified hereinabove herein above and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Credit Agreement, which expressly shall survive the termination of this Agreement as to such replaced LenderLender and except to the extent such Lender continues to be an Issuing Bank pursuant to SECTION 2.9(a)(ii); (ivd) Administrative Agent The Agents shall reasonably cooperate in effectuating the replacement of any Lender under this subsection SECTION 2.9, but at no time shall Administrative either Agent be obligated to initiate any such replacement; (ve) Any Lender replaced under this subsection SECTION 2.9 shall be replaced at Borrower’s the Borrowers' sole cost and expenseexpense and at no cost or expense to the Agents or any of the Lenders; and (vif) If Borrower proposes the Borrowers propose to replace any Lender pursuant to this subsection SECTION 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 either SECTION 2.8 or 3.64.7, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment's Commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement LenderSections.

Affected Lenders. If the Borrower is obligated to pay to any Lender any additional amount under subsections 2.6 or 2.7 hereof (other than subsection 2.6D), 2.7 and such Lender is unable or 3.6 hereofunwilling to mitigate such amounts in accordance with subsection 2.8, the Borrower may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably an Eligible Assignee acceptable to Administrative the Managing Agent, and such Lender hereby agrees to be so replaced subject to the following: (ia) The obligations of the Borrower hereunder to the Lender to be replaced (including such increased or additional costs incurred by such Lender through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement, together with any amounts which would have been due to such Lender under subsection 2.6D if such Lender's Loans had been repaid rather than assigned; (iib) Each The replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused the Borrower’s 's election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative the Managing Agent an Assignment and Acceptance and such other documentation satisfactory to Administrative the Managing Agent pursuant to which such replacement Lender is to become a party hereto, with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iiic) Upon such execution of such documents referred to in clause (iib) and repayment of the amount referred to in clause (ia), each the replacement Lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such provisions under this Credit Agreement, which expressly survive the termination of this Agreement as to such replaced Lender; (ivd) Administrative The Managing Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9, but at no time shall Administrative the Managing Agent be obligated to initiate any such replacement; (ve) Any Lender replaced under this subsection 2.9 shall be replaced at the Borrower’s 's sole cost and expenseexpense and at no cost or expense to any Agent or any of the Lenders; and (vif) If Borrower proposes to replace any Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under either subsection 2.6, 2.7 2.6 or 3.62.7, then it must also replace any other Lender who seeks similar levels or greater levels of reimbursement (as a percentage of such Lender’s commitment's Commitment) under such subsections; provided however that if the amount of the commitment Commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments Commitments of each such Lender seeking such reimbursement, the commitment Commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment Commitment of such replacement Lender.

Affected Lenders. If any Borrower is obligated to pay to any Lender (whether in its capacity as a Lender or an Issuing Bank) or any additional Serving Affiliate of such Lender any amount under subsections 2.6 (other than subsection 2.6D)SECTIONS 2.8 OR 4.9, 2.7 or 3.6 hereofif any Lender is a Defaulting Lender, Borrower the Borrowers may, if no Event of Default or Potential Event of Default then exists, replace such Lender or Serving Affiliate with one or more assignees another lender reasonably acceptable to Administrative the Agent, and such Lender hereby agrees to be so replaced or to cause such Serving Affiliate to be replaced, subject to the following: (i) The obligations of Borrower the Borrowers hereunder to the Lender to be replaced (in its capacity as a Lender, and including such increased or additional costs incurred by from the date of notice to the Funds Administrator of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement;; and (ii) Each the obligations of the Borrowers hereunder to the Lender to be replaced in its capacity as an Issuing Bank, or to its Serving Affiliate in such capacity, shall continue until (A) each Letter of Credit issued by that Person has expired or been drawn in full, (B) all outstanding reimbursement obligations with respect to Letters of Credit, together with interest thereon at the L/C Interest Rate, shall have been paid in full, and (C) all Liabilities under each L/C Application, to the extent due, have been paid in full and, to the extent not due, been secured to the satisfaction of such Person, to the extent due, have been paid in full and, to the extent not due, been secured to the satisfaction of such Person. (b) If such replacement is a result of increased costs under SECTIONS 2.8 or 4.9, the replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused Borrower’s the Borrowers' election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative the Agent such documentation satisfactory to Administrative the Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of SECTION 11.6, with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iiic) Upon such execution of such documents referred to in clause CLAUSE (iib) and repayment of the amount amounts referred to in clause CLAUSE (ia), each the replacement Lender lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove herein above and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Credit Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (iv) Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9, but at no time shall Administrative Agent be obligated to initiate any such replacement; (v) Any Lender replaced under this subsection 2.9 shall be replaced at Borrower’s sole cost and expense; and (vi) If Borrower proposes to replace any Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata except to the extent of the commitment of such replacement Lender.Lender continues to be an Issuing Bank pursuant to SECTION 2.9(a)(ii);

Affected Lenders. If any Borrower is obligated to pay to any Lender (whether in its capacity as a Lender or an Issuing Bank) or any additional Serving Affiliate of such Lender any amount under subsections 2.6 (other than subsection 2.6DSECTIONS 2.8, 4.9 or 4.3(C)(I)(B), 2.7 or 3.6 hereofif any Lender is a Defaulting Lender, Borrower the Borrowers may, if no Event of Default or Potential Event of Default then exists, replace such Lender or Serving Affiliate with one or more assignees reasonably another lender acceptable to Administrative the Agent, and such Lender hereby agrees to be so replaced or to cause such Serving Affiliate to be replaced, subject to the following: (i) The obligations of Borrower the Borrowers hereunder to the Lender to be replaced (in its capacity as a Lender, and including such increased or additional costs incurred by from the date of notice to the Funds Administrator of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement;; and (ii) Each the obligations of the Borrowers hereunder to the Lender to be replaced in its capacity as an Issuing Bank, or to its Serving Affiliate in such capacity, shall continue until (A) each Letter of Credit issued by that Person has expired or been drawn in full, (B) all outstanding reimbursement obligations with respect to Letters of Credit, together with interest thereon at the L/C Interest Rate, shall have been paid in full, and (C) all Liabilities under each L/C Application, to the extent due, have been paid in full and, to the extent not due, been secured to the satisfaction of such Person, to the extent due, have been paid in full and, to the extent not due, been secured to the satisfaction of such Person. (b) If such replacement is a result of increased costs under SECTIONS 2.8 OR 4.9 the replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused Borrower’s the Borrowers' election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative the Agent such documentation satisfactory to Administrative the Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of SECTION 11.6, with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iiic) Upon such execution of such documents referred to in clause CLAUSE (iib) and repayment of the amount amounts referred to in clause CLAUSE (ia), each the replacement Lender lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove herein above and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Credit Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (iv) Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9, but at no time shall Administrative Agent be obligated to initiate any such replacement; (v) Any Lender replaced under this subsection 2.9 shall be replaced at Borrower’s sole cost and expense; and (vi) If Borrower proposes to replace any Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata except to the extent of the commitment of such replacement Lender.Lender continues to be an Issuing Bank pursuant to SECTION 2.9(a)(ii);

Affected Lenders. If Unless the Required Lenders seek indemnification or reimbursement pursuant to Sections 4.7, 4.10, 4.12 or 4.16 or invoke the provisions of Section 4.9 hereof, if the Borrower is obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D)Sections 4.7, 2.7 4.10, 4.12 or 3.6 hereof4.16 or if the Lender requests that its LIBOR Advances or Multicurrency Loans be converted into Base Rate Advances or that the interest rate option applicable to its Term Loans be changed from the LIBOR Option to the Base Rate Option pursuant to Section 4.9, the Borrower may, if so long as no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably another Lender acceptable to Administrative the Agent, and such Lender hereby agrees to be so replaced subject to the following: (ia) The obligations of the Borrower hereunder to the Lender to be replaced (including such increased or additional costs incurred by from the date of notice to the Borrower of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (iib) Each The replacement Lender shall be a bank or other financial institution that is not subject to such the increased costs arising under such Sections which caused may have effectuated the Borrower’s 's election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative the Agent such documentation satisfactory to Administrative the Agent pursuant to which such replacement Lender is to become a party hereto, hereto with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make a Loan or Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loan or Loans of the Lender being replaced; (iiic) Upon such execution of such documents referred to in clause (iib) and repayment of the amount amounts referred to in clause (ia), each the replacement Lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (ivd) Administrative The Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9Section 4.19, but at no time shall Administrative the Agent be obligated to initiate any such replacement;; and (ve) Any Lender replaced under this subsection 2.9 Section 4.19 shall be replaced at the Borrower’s 's sole cost and expense; and (vi) If Borrower proposes expense and at no cost or expense to replace the Agent. The replaced Lender shall not be obligated to pay any Lender assignment or processing fee required pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 Section 11.6(c) or 3.6, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement Lenderotherwise.

Affected Lenders. If Borrower is obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D), 2.7 or 3.6 hereof, Borrower may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably acceptable to Administrative Agent, and such Lender hereby agrees to be so replaced subject to the following: (i) The obligations of Borrower hereunder to the Lender to be replaced (including such increased or additional costs incurred by such Lender through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (ii) Each replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused Borrower’s election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative Agent such documentation satisfactory to Administrative Agent pursuant to which such replacement Lender is to become a party hereto, with a commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iii) Upon such execution of such documents referred to in clause (ii) and repayment of the amount referred to in clause (i), each replacement Lender shall be a “Lender” with a commitment as specified hereinabove and the Lender being replaced shall cease to be a “Lender” hereunder, except with respect to such provisions under this Agreement, which expressly survive the termination of this Agreement as to such replaced Lender; (iv) Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9, but at no time shall Administrative Agent be obligated to initiate any such replacement; (v) Any Lender replaced under this subsection 2.9 shall be replaced at Borrower’s sole cost and expense; and (vi) If Borrower proposes to replace any Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6, then it must 54 also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement Lender.

Affected Lenders. If Borrower is obligated to pay to any Lender (whether in its capacity as a Lender or an Issuing Lender) or any additional Serving Affiliate of such Lender any amount under subsections 2.6 (other than subsection 2.6D)Sections 2.8 or 4.7, 2.7 or 3.6 hereofif any Lender is a Defaulting Lender, Borrower may, if no Event of Default or Potential Event of Default then exists, replace such Lender or Serving Affiliate with one or more assignees another lender reasonably acceptable to Administrative Agent, and such Lender hereby agrees to be so replaced or to cause such Serving Affiliate to be replaced, subject to the following: (i) The obligations of Borrower hereunder to the Lender to be replaced (in its capacity as a Lender, and including such increased or additional costs incurred by from the date of notice to Borrower of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement;; and (ii) Each the obligations of Borrower hereunder to the Lender to be replaced in its capacity as an Issuing Lender, or to its Serving Affiliate in such capacity, shall continue until (A) each Letter of Credit issued by that Person has expired or been drawn in full, (B) all outstanding reimbursement obligations with respect to Letters of Credit, together with interest thereon at the LC Interest Rate, shall have been paid in full, and (C) all Liabilities in respect of Letters of Credit, to the extent due, have been paid in full and, to the extent not due, been secured to the reasonable satisfaction of such Person (b) If such replacement is a result of increased costs under Sections 2.8 or 4.9, the replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused Borrower’s 's election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative Agent such documentation satisfactory to Administrative Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of Section 11.6, with a commitment an Aggregate Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iiic) Upon such execution of such documents referred to in clause (iib) and repayment of the amount amounts referred to in clause (ia), each the replacement Lender lender shall be a “"Lender” " with a commitment an Aggregate Commitment as specified hereinabove herein above and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Credit Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (iv) Administrative Agent shall reasonably cooperate in effectuating Lender and except to the replacement of any extent such Lender under this subsection 2.9, but at no time shall Administrative Agent continues to be obligated to initiate any such replacement; (v) Any Lender replaced under this subsection 2.9 shall be replaced at Borrower’s sole cost and expense; and (vi) If Borrower proposes to replace any an Issuing Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement Lender.Section 2.9(a)(ii);

Affected Lenders. If a Borrower is obligated to pay to any Lender any additional amount under subsections 2.6 (Sections 4.9 or 4.10 materially in excess of any such amounts payable to the other than subsection 2.6D)Lenders, 2.7 or 3.6 hereof, Borrower the Borrowers may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably another lender acceptable to Administrative the Agent, and such Lender hereby agrees to be so replaced subject to the following: (ia) The obligations of Borrower the Borrowers hereunder to the Lender to be replaced (including such increased or additional costs incurred by from the date of notice to the Borrowers of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (iib) Each The replacement Lender shall be a bank or other financial institution that is not subject to such the increased costs arising under Section 4.10 which caused Borrower’s have effectuated the Borrowers' election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative the Agent such documentation satisfactory to Administrative the Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of Section 10.8, with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make a Loan or Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loan or Loans of the Lender being replaced; (iiic) Upon such execution of such documents referred to in clause (iib) and repayment of the amount amounts referred to in clause (ia), each the replacement Lender lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Credit Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (ivd) Administrative The Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9Section 4.11, but at no time shall Administrative the Agent be obligated to initiate any such replacement;; and (ve) Any Lender replaced under this subsection 2.9 Section 4.11 shall be replaced at Borrower’s the Borrowers' sole cost and expense; and (vi) If Borrower proposes expense and at no cost or expense to replace the Agent or any Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement LenderLenders.

Affected Lenders. If Borrower is the Borrowers are obligated to pay to any Lender any additional amount under subsections 2.6 (Sections 4.9 or 4.10 materially in excess of any such amounts payable to the other than subsection 2.6D)Lenders, 2.7 or 3.6 hereof, Borrower the Borrowers may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably another lender acceptable to Administrative the Agent, and such Lender hereby agrees to be so replaced subject to the following: (ia) The obligations of Borrower the Borrowers hereunder to the Lender to be replaced (including such increased or additional costs incurred by from the date of notice to the Borrowers of such Lender increase or additional costs through the date such Lender Xxxxxx is replaced hereunder) shall be paid in full to the Agent for the account of such Lender concurrently with such replacement; (iib) Each The replacement Lender shall be a bank or other financial institution that is not subject to such the increased costs arising under Section 4.9 which caused Borrower’s may have effectuated the Borrowers' election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative the Agent such documentation satisfactory to Administrative the Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of Section 11.8, with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced (before giving effect to Section 2.8) and shall make a Loan or Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loan or Loans of the Lender being replacedreplaced (or Loans that should have been made but for a Defaulting Lender's failure to lend); (iiic) Upon such execution of such documents referred to in clause (iib) and repayment of the amount amounts referred to in clause (ia), each the replacement Lender lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Credit Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (ivd) Administrative The Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9Section 4.11, but at no time shall Administrative the Agent be obligated to initiate any such replacement;; and (ve) Any Lender replaced under this subsection 2.9 Section 4.11 shall be replaced at Borrower’s the Borrowers' sole cost and expense; and (vi) If Borrower proposes expense and at no cost or expense to replace the Agent or any Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement Lenders (other than a Defaulting Lender).

Affected Lenders. If Borrower is obligated to pay to any Lender (whether in its capacity as a Lender or an Issuing Lender) or any additional Serving Affiliate of such Lender any amount under subsections 2.6 (other than subsection 2.6D)SECTIONS 2.7 OR 4.7, 2.7 or 3.6 hereofif any Lender is a Defaulting Lender, Borrower may, if no Event of Default or Potential Event of Default then exists, replace such Lender or Serving Affiliate with one or more assignees another lender reasonably acceptable to Administrative Agent, and such Lender hereby agrees to be so replaced or to cause such Serving Affiliate to be replaced, subject to the following: (iI) The obligations of Borrower hereunder to the Lender to be replaced (in its capacity as a Lender, and including such increased or additional costs incurred by from the date of notice to Borrower of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement;; and (iiII) Each the Obligations of Borrower hereunder to the Lender to be replaced in its capacity as an Issuing Lender, or to its Serving Affiliate in such capacity, shall continue until (A) each Letter of Credit issued by that Person has expired or been drawn in full, (B) all outstanding reimbursement obligations with respect to Letters of Credit, together with interest thereon at the LC Interest Rate, shall have been paid in full, and (C) all Liabilities in respect of Letters of Credit, to the extent due, have been paid in full and, to the extent not due, been secured to the satisfaction of such Person, to the extent due, have been paid in full and, to the extent not due, been secured to the satisfaction of such Person. (B) If such replacement is a result of increased costs under SECTIONS 2.7 OR 4.9, the replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused Borrower’s 's election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative Agent such documentation satisfactory to Administrative Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of SECTION 11.6, with a commitment an Aggregate Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iiiC) Upon such execution of such documents referred to in clause CLAUSE (iiB) and repayment of the amount amounts referred to in clause CLAUSE (iA), each the replacement Lender lender shall be a “"Lender” " with a commitment an Aggregate Commitment as specified hereinabove herein above and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Credit Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (iv) Administrative Agent shall reasonably cooperate in effectuating Lender and except to the replacement of any extent such Lender under this subsection 2.9, but at no time shall Administrative Agent continues to be obligated to initiate any such replacement; (v) Any Lender replaced under this subsection 2.9 shall be replaced at Borrower’s sole cost and expense; and (vi) If Borrower proposes to replace any an Issuing Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement Lender.SECTION 2.8(A)(II);

Affected Lenders. If any Lender is not required to make Eurodollar Rate Loans as provided in Section 4.3(c)(iii) at a time when other Lenders are not excused from making Eurodollar Rate Loans pursuant to said provision, or if the Borrower is obligated to pay to any Lender any additional amount under subsections 2.6 (Sections 4.10 or 4.11 in excess of any such amounts payable to the other than subsection 2.6D)Lenders or if any Lender is a Defaulting Lender and remains as such for five Business Days following its receipt of written notice from the Administrative Agent or the Borrower, 2.7 or 3.6 hereof, the Borrower may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees another lender reasonably acceptable to the Administrative Agent, and such Lender hereby agrees to be so replaced subject to the following: (ia) The obligations of the Borrower hereunder to the Lender to be replaced (including such increased or additional costs incurred by from the date of notice to the Borrower of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to the Administrative Agent for the account of such Lender concurrently with such replacement; (iib) Each The replacement Lender shall be a bank or other financial institution that is not subject to such the increased costs or other circumstances described above in this Section 4.12 which caused may have effectuated the Borrower’s 's election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to the Administrative Agent such documentation satisfactory an Assignment and Assumption Agreement, conforming to Administrative Agent pursuant to which such replacement Lender is to become a party heretothe provisions of Section 11.6, with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make a Loan or Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loan or Loans of the Lender being replacedreplaced (or Loans that should have been made but for a Defaulting Lender's failure to lend); (iiic) Upon such execution of such documents referred to in clause (iib) and repayment of the amount amounts referred to in clause (ia), each the replacement Lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (ivd) The Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9Section 4.12, but at no time shall the Administrative Agent be obligated to initiate any such replacement;; and (ve) Any Lender replaced under this subsection 2.9 Section 4.12 shall be replaced at the Borrower’s 's sole cost and expense; and (vi) If Borrower proposes expense and at no cost or expense to replace the Administrative Agent or any Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement Lenders (other than a Defaulting Lender).

Affected Lenders. If Borrower is obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D), ) or 2.7 or 3.6 hereof, Borrower may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably acceptable to the Administrative Agent, and such Lender hereby agrees to be so replaced subject to the following: (i) The obligations of Borrower hereunder (which obligations shall include payment of the premium set forth in subsection 2.4(B)(v)) to the Lender to be replaced (including such increased or additional costs incurred by such Lender through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (ii) Each replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused Borrower’s election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative Agent such documentation satisfactory to the Administrative Agent pursuant to which such replacement Lender is to become a party hereto, with a commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Term Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Term Loans of the Lender being replaced; (iii) Upon such execution of such documents referred to in clause (ii) and repayment of the amount referred to in clause (i), each replacement Lender shall be a “Lender” with a commitment as specified hereinabove and the Lender being replaced shall cease to be a “Lender” hereunder, except with respect to such provisions under this Agreement, which expressly survive the termination of this Agreement as to such replaced Lender; (iv) Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9, but at no time shall Administrative Agent be obligated to initiate any such replacement; (v) Any Lender replaced under this subsection 2.9 shall be replaced at Borrower’s sole cost and expense; and (vi) If Borrower proposes to replace any Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 2.6 or 3.62.7, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement Lender.

Affected Lenders. If Borrower is obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D), 2.7 or 3.6 hereof, Borrower may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably acceptable to Administrative Agent, and such Lender hereby agrees to be so replaced subject to the following: (i) The obligations of Borrower hereunder to the Lender to be replaced (including such increased or additional costs incurred by such Lender through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (ii) Each replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused Borrower’s 's election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative Agent such documentation satisfactory to Administrative Agent pursuant to which such replacement Lender is to become a party hereto, with a commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iii) Upon such execution of such documents referred to in clause (ii) and repayment of the amount referred to in clause (i), each replacement Lender shall be a “"Lender” " with a commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such provisions under this Agreement, which expressly survive the termination of this Agreement as to such replaced Lender; (iv) Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9, but at no time shall Administrative Agent be obligated to initiate any such replacement; (v) Any Lender replaced under this subsection 2.9 shall be replaced at Borrower’s 's sole cost and expense; and (vi) If Borrower proposes to replace any Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s 's commitment) under such subsections; provided however PROVIDED HOWEVER that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement Lender.

Affected Lenders. If any Borrower is obligated to pay to any Lender (whether in its capacity as a Lender or an Issuing Bank) or any additional Serving Affiliate of such Lender any amount under subsections 2.6 (other than subsection 2.6D)Sections 2.8 or 4.9, 2.7 or 3.6 hereofif any Lender is a Defaulting Lender, Borrower Borrowers may, if no Event of Default or Potential Event of Default then exists, replace such Lender or Serving Affiliate with one or more assignees another lender reasonably acceptable to Administrative the Agent, and such Lender hereby agrees to be so replaced or to cause such Serving Affiliate to be replaced, subject to the following: (i) The obligations of Borrower Borrowers hereunder to the Lender to be replaced (in its capacity as a Lender, and including such increased or additional costs incurred by from the date of notice to the Funds Administrator of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement;; and (ii) Each the obligations of Borrowers hereunder to the Lender to be replaced in its capacity as an Issuing Bank, or to its Serving Affiliate in such capacity, shall continue until (A) each Letter of Credit issued by that Person has expired or been drawn in full, (B) all outstanding reimbursement obligations with respect to Letters of Credit, together with interest thereon at the L/C Interest Rate, shall have been paid in full, and (C) all Liabilities under each L/C Application, to the extent due, have been paid in full and, to the extent not due, been secured to the satisfaction of such Person, to the extent due, have been paid in full and, to the extent not due, been secured to the satisfaction of such Person. (b) If such replacement is a result of increased costs under Sections 2.8 or 4.9, the replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused Borrower’s Borrowers’ election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative the Agent such documentation satisfactory to Administrative the Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of Section 11.6, with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iiic) Upon such execution of such documents referred to in clause (iib) and repayment of the amount amounts referred to in clause (ia), each the replacement Lender lender shall be a “Lender” with a commitment Commitment as specified hereinabove herein above and the Lender being replaced shall cease to be a “Lender” hereunder, except with respect to such indemnification provisions under this Credit Agreement, which expressly shall survive the termination of this Agreement as to such replaced LenderLender and except to the extent such Lender continues to be an Issuing Bank pursuant to Section 2.9(a)(ii); (ivd) Administrative The Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection Section 2.9, but at no time shall Administrative the Agent be obligated to initiate any such replacement; (ve) Any Lender replaced under this subsection Section 2.9 shall be replaced at Borrower’s Borrowers’ sole cost and expenseexpense and at no cost or expense to the Agent or any of the Lenders; and (vif) If Borrower proposes Borrowers propose to replace any Lender pursuant to this subsection Section 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 either Section 2.8 or 3.64.9, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitmentCommitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement LenderSections.

Affected Lenders. If the Borrower is obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D)Sections 5.17. or 5.21., 2.7 or 3.6 hereof, the Borrower may, if (i) no Event of Default or Potential Event of Default then existsexists and (ii) Requisite Lenders have not made a claim for indemnification under such Section(s), replace such Lender with one or more assignees reasonably another lender acceptable to the Administrative Agent, and such Lender hereby agrees to be so replaced subject to the following: (ia) The obligations of the Borrower hereunder to the Lender to be replaced (including such increased or additional costs incurred by from the date of notice to the Borrower of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (iib) Each The replacement Lender shall be a bank or other financial institution that is not subject to such the increased costs arising under such section(s) which caused may have effectuated the Borrower’s 's election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to the Administrative Agent such documentation satisfactory to the Administrative Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of Section 13.5., with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iiic) Upon such execution of such documents referred to in clause (iib) and repayment of the amount amounts referred to in clause (ia), each the replacement Lender lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (ivd) The Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9Section, but at no time shall the Administrative Agent be obligated to initiate any such replacement;; and (ve) Any Lender replaced under this subsection 2.9 Section shall be replaced at the Borrower’s 's sole cost and expense; and (vi) If Borrower proposes expenses and at no cost or expense to replace the Administrative Agent or any Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement LenderLenders.

Affected Lenders. If any Borrower is obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D)Subsections 2.11, 2.7 2.16, 2.18 or 3.6 2.21(J) hereof, Borrower or if any Lender is a Defaulting Lender, Borrowers may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably another lender acceptable to Administrative Agent, and such Lender hereby agrees to be so replaced subject to the following: (iA) The obligations of Borrower the Borrowers hereunder to the Lender to be replaced (including such increased or additional costs incurred by from the date of notice to the Borrowers of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (iiB) Each If such replacement is a result of increased costs under Subsections 2.11, 2.16, 2.18 or 2.21(J), the replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused Borrower’s the Borrowers' election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative Agent such documentation satisfactory to Administrative Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of Subsection 11.6 hereof, with a commitment Revolving Credit Commitment and Acquisition Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iiiC) Upon such execution of such documents referred to in clause (iiB) and repayment of the amount amounts referred to in clause (iA), each the replacement Lender lender shall be a “"Lender” " with a commitment Revolving Credit Commitment and Acquisition Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (ivD) Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9Subsection 2.12, but at no time shall Administrative Agent be obligated to initiate any such replacement; (vE) Any Lender replaced under this subsection 2.9 Subsection 2.12 shall be replaced at Borrower’s the Borrowers' sole cost and expenseexpense and at no cost or expense to Agent or any of the Lenders; and (viF) If Borrower proposes the Borrowers propose to replace any Lender pursuant to this subsection 2.9 Subsection 2.12 because the Lender seeks reimbursement under subsection 2.6either Subsections 2.11, 2.7 2.16, 2.18 or 3.62.21(J), then it they must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment's Revolving Credit Commitment and Acquisition Commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement Lender.

Affected Lenders. If the Borrower is obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D)Sections 5.17. or 5.21., 2.7 or 3.6 hereof, the Borrower may, if (i) no Event of Default or Potential Event of Default then existsexists and (ii) Requisite Lenders have not made a claim for indemnification under such Section(s), replace such Lender with one or more assignees reasonably another lender acceptable to the Administrative Agent, and such Lender hereby agrees to be so replaced subject to the following: (ia) The obligations of the Borrower hereunder to the Lender to be replaced (including such increased or additional costs incurred by from the date of notice to the Borrower of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (iib) Each The replacement Lender shall be a bank or other financial institution that is not subject to such seeking indemnification for the increased costs arising under such section(s) which caused may have effectuated the Borrower’s 's election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to the Administrative Agent such documentation satisfactory to the Administrative Agent pursuant to which such replacement Lender is to become a party hereto, with a commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) conforming to the aggregate outstanding principal amount of the Loans of the Lender being replaced;provisions of (iiic) Upon such execution of such documents referred to in clause (iib) and repayment of the amount amounts referred to in clause (ia), each the replacement Lender lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (ivd) The Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9Section, but at no time shall the Administrative Agent be obligated to initiate any such replacement;; and (ve) Any Lender replaced under this subsection 2.9 Section shall be replaced at the Borrower’s 's sole cost and expense; and (vi) If Borrower proposes expenses and at no cost or expense to replace the Administrative Agent or any Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement LenderLenders.

Affected Lenders. If Borrower is the Borrowers are obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D)SECTION 5.14 or this SECTION 5.15, 2.7 or 3.6 hereof, Borrower the Borrowers may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably another lender acceptable to the Administrative Agent, and such Lender hereby agrees to be so replaced subject to the following: (i) The obligations of Borrower the Borrowers hereunder to the Lender to be replaced (including such increased or additional costs incurred by from the date of notice to the Borrowers of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (ii) Each The replacement Lender shall be a bank or other financial institution that is not subject to such the increased costs which caused Borrower’s the Borrowers' election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to the Administrative Agent such documentation satisfactory to the Administrative Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of SECTION 14.1 hereof, with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Revolving Credit Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Revolving Credit Loans of the Lender being replaced; (iii) Upon such execution of such documents referred to in clause CLAUSE (ii) and repayment of the amount amounts referred to in clause CLAUSE (i), each the replacement Lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (iv) The Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9SECTION 5.15, but at no time shall the Administrative Agent be obligated to initiate any such replacement; (v) Any Lender replaced under this subsection 2.9 SECTION 5.15 shall be replaced at Borrower’s the Borrowers' sole cost and expenseexpense and at no cost or expense to the Administrative Agent or any of the Lenders; and (vi) If Borrower proposes the Borrowers propose to replace any Lender pursuant to this subsection 2.9 SECTION 5.15 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6hereunder, then it the Borrowers must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment's Commitment) under such subsections; provided however Sections. (vii) Each Lender agrees that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of requested by Xxxxxxx and not inconsistent with such Lender's internal policies, such Lender shall use reasonable efforts and take such actions as are reasonably appropriate if as a result thereof the commitment additional fees or amounts which would otherwise be required to be paid to such Lender pursuant to SECTION 5.14 or 5.15 would be materially reduced, or the illegality or other adverse circumstances which would otherwise require a conversion of such replacement Loans would cease to exist, and in each case, if as determined by such Lender in its discretion, the taking of such actions would not adversely affect such Lender or the Loans or otherwise be disadvantageous to such Lender. To the extent practicable and applicable, each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis.

Affected Lenders. If Borrower is the Borrowers are obligated to pay to any Lender any additional amount under subsections 2.6 (Sections 4.9 or 4.10 materially in excess of any such amounts payable to the other than subsection 2.6D)Lenders, 2.7 or 3.6 hereof, Borrower the Borrowers may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably another lender acceptable to Administrative the Agent, and such Lender hereby agrees to be so replaced subject to the following: (ia) The obligations of Borrower the Borrowers hereunder to the Lender to be replaced (including such increased or additional costs incurred by from the date of notice to the Borrowers of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to the Agent for the account of such Lender concurrently with such replacement; (iib) Each The replacement Lender shall be a bank or other financial institution that is not subject to such the increased costs arising under Section 4.9 which caused Borrower’s may have effectuated the Borrowers' election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative the Agent such documentation satisfactory to Administrative the Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of Section 11.8, with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced (before giving effect to Section 0) and shall make a Loan or Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loan or Loans of the Lender being replacedreplaced (or Loans that should have been made but for a Defaulting Lender's failure to lend); (iiic) Upon such execution of such documents referred to in clause (iib) and repayment of the amount amounts referred to in clause (ia), each the replacement Lender lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Credit Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (ivd) Administrative The Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9Section 4.11, but at no time shall Administrative the Agent be obligated to initiate any such replacement;; and (ve) Any Lender replaced under this subsection 2.9 Section 4.11 shall be replaced at Borrower’s the Borrowers' sole cost and expense; and (vi) If Borrower proposes expense and at no cost or expense to replace the Agent or any Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement Lenders (other than a Defaulting Lender).

Affected Lenders. If Borrower is obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D)Subsections 2.10, 2.7 2.15, 2.17 or 3.6 2.20(J) hereof, or if any Lender is a Defaulting Lender, Borrower may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably another lender acceptable to Administrative Agent, and such Lender hereby agrees to be so replaced subject to the following: (iA) The obligations of Borrower hereunder to the such Lender to be replaced (including such increased or additional costs incurred by from the date of notice to Borrower of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (iiB) Each If such replacement is a result of increased costs under Subsections 2.10, 2.15, 2.17 or 2.20(J), the replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused Borrower’s 's election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative Agent such documentation satisfactory to Administrative Agent pursuant to which such replacement Lender lender is to become a party hereto, conforming to the provisions of Subsection 11.6 hereof, with a commitment Revolving Credit Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iiiC) Upon such execution of such documents referred to in clause (iiB) and repayment of the amount amounts referred to in clause (iA), each the replacement Lender lender shall be a “"Lender” " with a commitment Revolving Credit Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (ivD) Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9Subsection 2.11, but at no time shall Administrative Agent be obligated to initiate any such replacement; (vE) Any Lender replaced under this subsection 2.9 Subsection 2.11 shall be replaced at Borrower’s 's sole cost and expenseexpense and at no cost or expense to Agent or any Lender; and (viF) If Borrower proposes to replace any Lender pursuant to this subsection 2.9 Subsection 2.11 because the Lender seeks reimbursement under subsection 2.6either Subsections 2.10, 2.7 2.15, 2.17 or 3.62.20(J), then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment's Revolving Credit Commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement LenderSubsections.

Affected Lenders. If Unless the Required Lenders seek indemnification or reimbursement pursuant to Sections 4.7, 4.10, 4.12 or 4.16 or invoke the provisions of Section 4.9 hereof, if the Borrower is obligated to pay to any 50 Lender any additional amount under subsections 2.6 (other than subsection 2.6D)Sections 4.7, 2.7 4.10, 4.12 or 3.6 hereof4.16 or if the Lender requests that its LIBOR Advances or Multicurrency Loans be converted into Base Rate Advances, the Borrower may, if so long as no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably another Lender acceptable to the Administrative Agent, and such Lender hereby agrees to be so replaced subject to the following: (ia) The obligations of the Borrower hereunder to the Lender to be replaced (including such increased or additional costs incurred by from the date of notice to the Borrower of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (iib) Each The replacement Lender shall be a bank or other financial institution that is not subject to such the increased costs arising under such Sections which caused may have effectuated the Borrower’s 's election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to the Administrative Agent such documentation satisfactory to the Administrative Agent pursuant to which such replacement Lender is to become a party hereto, hereto with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make a Loan or Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loan or Loans of the Lender being replaced; (iiic) Upon such execution of such documents referred to in clause (iib) and repayment of the amount amounts referred to in clause (ia), each the replacement Lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (ivd) The Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9Section 4.19, but at no time shall the Administrative Agent be obligated to initiate any such replacement;; and (ve) Any Lender replaced under this subsection 2.9 Section 4.19 shall be replaced at the Borrower’s 's sole cost and expense; and (vi) If Borrower proposes expense and at no cost or expense to replace the Administrative Agent. The replaced Lender shall not be obligated to pay any Lender assignment or processing fee required pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 Section 11.6(c) or 3.6, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement Lenderotherwise.

Affected Lenders. If the Borrower is obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D)Sections 4.9 or 4.10 hereof or if any Lender is a Defaulting Lender, 2.7 or 3.6 hereof, the Borrower may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably another lender acceptable to Administrative the Agent, and such Lender hereby agrees to be so replaced subject to the following: (ia) The obligations of the Borrower hereunder to the Lender to be replaced (including such increased or additional costs incurred by from the date of notice to the Borrower of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (iib) Each If such replacement is a result of increased costs under Sections 4.9 or 4.10, the replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused the Borrower’s 's election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative the Agent such documentation satisfactory to Administrative the Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of Section 11.6 hereof, with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Revolving Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Revolving Loans of the Lender being replaced; (iiic) Upon such execution of such documents referred to in clause (iib) and repayment of the amount amounts referred to in clause (ia), each the replacement Lender lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Credit Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (ivd) Administrative The Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9Section 4.11, but at no time shall Administrative the Agent be obligated to initiate any such replacement;; and (ve) Any Lender replaced under this subsection 2.9 Section 4.11 shall be replaced at the Borrower’s 's sole cost and expense; andexpense and at no cost or expense to the Agent or any of the Lenders. (vif) If Borrower proposes to replace any Lender pursuant to this subsection 2.9 Section 4.11 because the Lender seeks reimbursement under subsection 2.6, 2.7 either Section 4.9 or 3.64.10, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment's Commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement LenderSections.

Affected Lenders. If the Borrower is obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D)Sections 5.8 or 5.9 hereof or if any Lender is a Defaulting Lender, 2.7 or 3.6 hereof, the Borrower may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably another lender acceptable to Administrative the Agent, and such Lender hereby agrees to be so replaced subject to the following: (ia) The obligations of the Borrower hereunder to the Lender to be replaced (including such increased or additional costs incurred by from the date of notice to the Borrower of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (iib) Each The replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused the Borrower’s 's election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative the Agent such documentation satisfactory to Administrative the Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of Section 12.6 hereof, with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replacedreplaced (or that would be outstanding if such Lender were not a Defaulting Lender); (iiic) Upon such execution of such documents referred to in clause (iib) and repayment of the amount amounts referred to in clause (ia), each the replacement Lender lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Credit Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (ivd) Administrative The Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9Section 5.10, but at no time shall Administrative the Agent be obligated to initiate any such replacement; (ve) Any Lender replaced under this subsection 2.9 Section 5.10 shall be replaced at the Borrower’s 's sole cost and expenseexpense and at no cost or expense to the Agent or any of the Lenders; and (vif) If Borrower proposes to replace any Lender pursuant to this subsection 2.9 Section 5.10 because the Lender seeks reimbursement under subsection 2.6, 2.7 either Section 5.8 or 3.65.9, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment's Commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement LenderSections.

Affected Lenders. If any Borrower is obligated to pay to any Lender (whether in its capacity as a Lender or an Issuing Lender) or any additional Serving Affiliate of such Lender any amount under subsections 2.6 (other than subsection 2.6D)Sections 2.8 or 4.9, 2.7 or 3.6 hereofif any Lender is a Defaulting Lender, Borrower the Borrowers may, if no Event of Default or Potential Event of Default then exists, replace such Lender or Serving Affiliate with one or more assignees another lender reasonably acceptable to Administrative the Agent, and such Lender hereby agrees to be so replaced or to cause such Serving Affiliate to be replaced, subject to the following: (i) The obligations Obligations of Borrower the Borrowers hereunder then due to the Lender to be replaced (in its capacity as a Lender, and including such increased or additional costs incurred by from the date of notice to the Funds Administrator of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement;; and (ii) Each the Obligations of the Borrowers hereunder to the Lender to be replaced in its capacity as an Issuing Lender, or to its Serving Affiliate in such capacity, shall continue until (A) each Letter of Credit issued by that Person has expired or been drawn in full, (B) all outstanding reimbursement obligations with respect to such Letters of Credit, together with interest thereon at the LC Interest Rate, shall have been paid in full, and (C) all other Obligations in respect of Letters of Credit (other than contingent indemnification Obligations to the extent that no claim giving rise thereto has been asserted and remains unresolved or unsatisfied), to the extent then due and payable, have been paid in full and, to the extent not then due and payable, been secured to the satisfaction of such Person. (b) If such replacement is a result of increased costs under Sections 2.8 or 4.9, the replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused Borrower’s the Borrowers' election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative the Agent such documentation satisfactory to Administrative the Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of Section 11.6, with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iiic) Upon such execution of such documents referred to in clause (iib) and repayment of the amount amounts referred to in clause (ia), each the replacement Lender lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove herein above and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such provisions under Sections 2.9(c), 3.6, 4.9, 11.7 and 11.8 of this Credit Agreement, which expressly shall survive the termination of this Agreement as to such replaced LenderLender and except to the extent such Lender continues to be an Issuing Lender pursuant to Section 2.9(a)(ii); (ivd) Administrative The Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection Section 2.9, but at no time shall Administrative the Agent be obligated to initiate any such replacement; (ve) Any Lender replaced under this subsection Section 2.9 shall be replaced at Borrower’s the Borrowers' sole cost and expenseexpense and at no cost or expense to the Agent or any of the Lenders; and (vif) If Borrower proposes the Borrowers propose to replace any Lender pursuant to this subsection Section 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 either Section 2.8 or 3.64.9, then it must also use reasonable efforts to replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment's Commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement LenderSections.

Affected Lenders. If Borrower Company is obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D), 2.7 or 3.6 hereof, Borrower and such Lender is unable or unwilling to mitigate such amounts in accordance with subsection 2.8, Company may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably an assignee acceptable to Administrative Agent, and such Lender hereby agrees to be so replaced subject to the following: (i) The obligations of Borrower Company hereunder to the Lender to be replaced (including such increased or additional costs incurred by such Lender through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (ii) Each The replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused Borrower’s Company's election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative Agent such documentation satisfactory to Administrative Agent pursuant to which such replacement Lender is to become a party hereto, with a commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iii) Upon such execution of such documents referred to in clause (ii) and repayment of the amount referred to in clause (i), each the replacement Lender shall be a “"Lender” " with a commitment as specified hereinabove and the Lender being replaced shall cease to be a “Lender” hereunder, except with respect to such provisions under this Agreement, which expressly survive the termination of this Agreement as to such replaced Lender; (iv) Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9, but at no time shall Administrative Agent be obligated to initiate any such replacement; (v) Any Lender replaced under this subsection 2.9 shall be replaced at Borrower’s sole cost and expense; and (vi) If Borrower proposes to replace any Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement Lender.replaced

Affected Lenders. If any Borrower is obligated to pay to any Lender (whether in its capacity as a Lender or an Issuing Bank) or any additional Serving Affiliate of such Lender any amount under subsections 2.6 (other than subsection 2.6D)SECTIONS 2.8 or 4.9, 2.7 or 3.6 hereofif any Lender is a Defaulting Lender, Borrower the Borrowers may, if no Event of Default or Potential Event of Default then exists, replace such Lender or Serving Affiliate with one or more assignees another lender reasonably acceptable to Administrative the Agent, and such Lender hereby agrees to be so replaced or to cause such Serving Affiliate to be replaced, subject to the following: (iI) The obligations of Borrower the Borrowers hereunder to the Lender to be replaced (in its capacity as a Lender, and including such increased or additional costs incurred by from the date of notice to the Funds Administrator of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement;; and (iiII) Each the obligations of the Borrowers hereunder to the Lender to be replaced in its capacity as an Issuing Bank, or to its Serving Affiliate in such capacity, shall continue until (A) each Letter of Credit issued by that Person has expired or been drawn in full, (B) all outstanding reimbursement obligations with respect to Letters of Credit, together with interest thereon at the L/C Interest Rate, shall have been paid in full, and (C) all Liabilities under each L/C Application, to the extent due, have been paid in full and, to the extent not due, been secured to the satisfaction of such Person, to the extent due, have been paid in full and, to the extent not due, been secured to the satisfaction of such Person. (B) If such replacement is a result of increased costs under SECTIONS 2.8 or 4.9, the replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused Borrower’s the Borrowers' election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative the Agent such documentation satisfactory to Administrative the Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of SECTION 11.6, with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iiiC) Upon such execution of such documents referred to in clause CLAUSE (iiB) and repayment of the amount amounts referred to in clause CLAUSE (iA), each the replacement Lender lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove herein above and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Credit Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (iv) Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9, but at no time shall Administrative Agent be obligated to initiate any such replacement; (v) Any Lender replaced under this subsection 2.9 shall be replaced at Borrower’s sole cost and expense; and (vi) If Borrower proposes to replace any Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata except to the extent of the commitment of such replacement Lender.Lender continues to be an Issuing Bank pursuant to SECTION 2.9(A)(II);

Affected Lenders. If the Borrower is obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D)Sections 3.17. or 3.21., 2.7 or 3.6 hereof, the Borrower may, if (i) no Event of Default or Potential Event of Default then existsexists and (ii) Requisite Lenders have not made a claim for indemnification under such Section(s), replace such Lender with one or more assignees reasonably another lender acceptable to the Administrative Agent, and such Lender hereby agrees to be so replaced subject to the following: (ia) The obligations of the Borrower hereunder to the Lender to be replaced (including such increased or additional costs incurred by from the date of notice to the Borrower of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (iib) Each The replacement Lender shall be a bank or other financial institution that is not subject to such the increased costs arising under such section(s) which caused may have effectuated the Borrower’s 's election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to the Administrative Agent such documentation satisfactory to the Administrative Agent pursuant to which such replacement Lender is to become a party hereto, conforming to the provisions of Section 11.5., with a commitment Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iiic) Upon such execution of such documents referred to in clause (iib) and repayment of the amount amounts referred to in clause (ia), each the replacement Lender lender shall be a “"Lender” " with a commitment Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (ivd) The Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9Section, but at no time shall the Administrative Agent be obligated to initiate any such replacement;; and (ve) Any Lender replaced under this subsection 2.9 Section shall be replaced at the Borrower’s 's sole cost and expense; and (vi) If Borrower proposes expenses and at no cost or expense to replace the Administrative Agent or any Lender pursuant to this subsection 2.9 because the Lender seeks reimbursement under subsection 2.6, 2.7 or 3.6, then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement LenderLenders.

Affected Lenders. If Borrower is obligated to pay to any Lender any additional amount under subsections 2.6 (other than subsection 2.6D)Subsections 2.10, 2.7 2.15, 2.17 or 3.6 2.20(J) hereof, or if any Lender is a Defaulting Lender, Borrower may, if no Event of Default or Potential Event of Default then exists, replace such Lender with one or more assignees reasonably another lender acceptable to Administrative Agent, and such Lender hereby agrees to be so replaced subject to the following: (iA) The obligations of Borrower hereunder to the such Lender to be replaced (including such increased or additional costs incurred by from the date of notice to Borrower of such Lender increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (iiB) Each If such replacement is a result of increased costs under Subsections 2.10, 2.15, 2.17 or 2.20(J), the replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused Borrower’s 's election to replace any Lender hereunder, and each such replacement Lender shall execute and deliver to Administrative Agent such documentation satisfactory to Administrative Agent pursuant to which such replacement Lender lender is to become a party hereto, conforming to the provisions of Section 11 hereof, with a commitment Revolving Credit Commitment equal (in the aggregate, if applicable) to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal (in the aggregate, if applicable) to the aggregate outstanding principal amount of the Loans of the Lender being replaced; (iiiC) Upon such execution of such documents referred to in clause (iiB) and repayment of the amount amounts referred to in clause (iA), each the replacement Lender lender shall be a “"Lender” " with a commitment Revolving Credit Commitment as specified hereinabove and the Lender being replaced shall cease to be a “"Lender” " hereunder, except with respect to such indemnification provisions under this Agreement, which expressly shall survive the termination of this Agreement as to such replaced Lender; (ivD) Administrative Agent shall reasonably cooperate in effectuating the replacement of any Lender under this subsection 2.9Subsection 2.11, but at no time shall Administrative Agent be obligated to initiate any such replacement; (vE) Any Lender replaced under this subsection 2.9 Subsection 2.11 shall be replaced at Borrower’s 's sole cost and expenseexpense and at no cost or expense to Agent or any Lender; and (viF) If Borrower proposes to replace any Lender pursuant to this subsection 2.9 Subsection 2.11 because the Lender seeks reimbursement under subsection 2.6either Subsections 2.10, 2.7 2.15, 2.17 or 3.62.20(J), then it must also replace any other Lender who seeks similar or greater levels of reimbursement (as a percentage of such Lender’s commitment's Revolving Credit Commitment) under such subsections; provided however that if the amount of the commitment any replacement Lender is willing to commit to does not exceed the aggregate of the commitments of each such Lender seeking such reimbursement, the commitment of each such Lender seeking reimbursement shall be reduced pro rata to the extent of the commitment of such replacement LenderSubsections.