Common use of Alternate Office; Minimization of Costs Clause in Contracts

Alternate Office; Minimization of Costs. 2.9.1 To the extent reasonably possible, each Bank and each Related Bank shall designate an alternative Lending Office with respect to its LIBOR Loans and otherwise take any reasonable actions to reduce any liability of Borrower to any Bank or any Related Bank under Section 2.5.4, 2.7.3 or 2.7.4, or to avoid the unavailability of any Type of Loans under Section 2.7.2 so long as such Bank or such Related Bank, in its sole discretion, determines that (a) such designation is not disadvantageous to such Bank or such Related Bank and (b) solely with respect to liabilities under Section 2.7.3 or 2.7.4, that such actions would eliminate or reduce any such liability. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any such Bank or such Related Bank in connection with any such designation or actions. Each CP Conduit shall at all times maintain a Lending Office located in the United States with respect to its LIBOR Loans. 2.9.2 If and with respect to each occasion that a Bank or a Lender Group Member either makes a demand for compensation pursuant to Section 2.5.4, 2.7.3 or 2.7.4 or is unable to fund LIBOR Loans pursuant to Section 2.7.2 or such Bank or such Lender Group Member wrongfully fails to fund a Loan, Borrower may, upon at least five Banking Days' prior irrevocable written notice to such Bank and Administrative Agent or such Lender Group Member and the applicable Lender Group Agent, as the case may be, in whole permanently replace the Commitments of such Bank or the applicable Lender Group; provided that Borrower shall replace such Commitments with the Commitments of a commercial bank reasonably satisfactory to Administrative Agent, and with respect to the Working Capital/Project LC Commitment and the DSR LC Commitment, Borrower shall replace such Commitments with the Commitments of a Bank that is rated at least Baa3 by Xxxxx'x and at least BBB- by S&P. Such replacement Bank shall upon the effective date of replacement purchase the Obligations owed to such replaced Bank for the aggregate amount thereof and shall thereupon for all purposes become a "Bank" hereunder. Such notice from Borrower shall specify an effective date for the replacement of such Bank's or such Lender Group's Commitments, which date shall not be later than the tenth day after the day such notice is given. On the effective date of any replacement of such Bank's or such Lender Group's Commitments pursuant to this Section 2.9.2, Borrower shall pay to Administrative Agent for the account of such Bank or such Lender Group (a) any fees due to such Bank or such Lender Group to the date of such replacement, (b) the principal of and accrued interest on the principal amount of outstanding Loans and Reimbursement Obligations held by such Bank and on outstanding Construction Loans held by such Lender Group to the date of such replacement, (c) the amount or amounts requested by such Bank or such Lender Group Member in such Lender Group pursuant to each of Sections 2.5.4, 2.7.3 and 2.7.4, as applicable, and (d) any other amount then payable hereunder to such Bank or such Lender Group. Borrower will remain liable to such replaced Bank or such replaced Lender Group (or any member thereof) for any Liquidation Costs that such Bank or such Lender Group (or any member thereof) may sustain or incur as a consequence of repayment of its Loans (unless such Bank or such Lender Group has defaulted on its obligation to fund a Loan hereunder). Upon the effective date of purchase of any Bank's Loans and Reimbursement Obligations and termination of such Bank's Commitments pursuant to this Section 2.9.2, such Bank shall cease to be a Bank hereunder, and upon the effective date of purchase of any Lender Group's Construction Loans and termination of such Lender Group's Construction Loan Commitment pursuant to this Section 2.9.2, such Lender Group shall cease to be a Lender Group hereunder. No such termination of any such Bank's Commitments and the purchase of such Bank's Loans and Reimbursement Obligations pursuant to this Section 2.9.2 shall affect (i) any liability or obligation of Borrower or any other Bank or Lender Group to such terminated Bank which accrued on or prior to the date of such termination or (ii) such terminated Bank's rights hereunder in respect of any such liability or obligation. No such termination of such Lender Group's Construction Loan Commitment and the purchase of such Lender Group's Construction Loans pursuant to this Section 2.9.2 shall affect (i) any liability or obligation of Borrower or any Bank or Lender Group to such terminated Lender Group which accrued on or prior to the date of such termination or (ii) the rights of such terminated Lender Group (or any member thereof) hereunder in respect of any such liability or obligation. 2.9.3 Upon written notice to Administrative Agent and Borrower, any Bank or Lender Group Member may designate a Lending Office other than that set forth in Exhibit I hereto (which Exhibit shall be automatically amended without further action to give effect to such designation on the date Administrative Agent receives such notice) and may assign all of its interests under the Credit Documents to such Lending Office; provided that such designation and assignment do not at the time of such designation and assignment increase the reasonably foreseeable liability of Borrower to such Bank or Lender Group Member under Section 2.5.4, 2.7.3, or 2.7.4 or make an interest rate option unavailable pursuant to Section 2.7.2.

Alternate Office; Minimization of Costs. 2.9.1 To the extent reasonably possible, each Bank and each Related Bank Lender shall designate an alternative Lending Office with respect to its LIBOR Loans and otherwise take any reasonable actions to reduce any liability of Borrower Borrowers to any Bank or any Related Bank Lender under Section 2.5.4, 2.7.3 2.7.3, 2.7.4 or 2.7.42.8, or to avoid the unavailability of any Type of Loans under Section 2.7.2 so long as (in the case of the designation of an alternative Lending Office) such Bank or such Related BankLender, in its sole discretion, determines that (a) such designation is not disadvantageous to such Bank or such Related Bank Lender and (b) solely with respect to liabilities under Section 2.7.3 or 2.7.4, that such actions would eliminate or reduce any liability to such liabilityLender. Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any such Bank or such Related Bank Lender in connection with any such designation or actions. Each CP Conduit shall at all times maintain a Lending Office located in the United States with respect actions within 10 Business Days of demand thereof to its LIBOR LoansBorrowers. 2.9.2 If and with respect to each occasion that a Bank or a Lender Group Member either makes a demand for compensation pursuant to Section 2.5.4, 2.7.3 or 2.7.4 or is unable for a period of three consecutive months to fund LIBOR Loans pursuant to Section 2.7.2 or such Bank or such Lender Group Member wrongfully fails to fund a Loan, Borrower then Borrowers may, upon at least five Banking Business Days' prior irrevocable written notice to each of such Bank Lender and Administrative Agent or such Lender Group Member and the applicable Lender Group Agent, as the case may be, in whole permanently replace the Loans and Commitments of such Bank or the applicable Lender GroupLender; provided provided, that Borrower Borrowers shall replace such Loans and Commitments with the Loans and Commitments of a commercial bank reasonably satisfactory to Administrative Agent, and with respect to the Working Capital/Project LC Commitment and the DSR LC Commitment, Borrower shall replace such Commitments with the Commitments of a Bank that is rated at least Baa3 by Xxxxx'x and at least BBB- by S&P. . Such replacement Bank Lender shall upon the effective date of replacement purchase the Obligations owed to such replaced Bank Lender for the aggregate amount thereof and shall thereupon for all purposes become a "BankLender" or "LC Issuer", as the case may be, hereunder. Such notice from Borrower Borrowers shall specify an effective date for the replacement of such BankLender's or such Lender Group's Loans and Commitments, which date shall not be later than the tenth 14th day after the day such notice is given. On the effective date of any replacement of such BankLender's or such Lender Group's Loans and Commitments pursuant to this Section 2.9.2, Borrower Borrowers shall pay to Administrative Agent for the account of such Bank or such Lender Group (a) any fees due to such Bank or such Lender Group to the date of such replacement, (b) the principal of and accrued interest on the principal amount of outstanding Loans and Reimbursement Obligations held by such Bank and on outstanding Construction Loans held by such Lender Group to the date of such replacementreplacement (such amount to be represented by the purchase of the Obligations of such replaced Lender by the replacing Lender and not as a prepayment of such Loans), and (c) the amount or amounts requested by such Bank or due to such Lender Group Member in such Lender Group pursuant to each of Sections 2.5.4, 2.7.3 and 2.7.4, as applicable, and (d) any other amount then payable hereunder to such Bank or such Lender GroupLender. Borrower Borrowers will remain liable to such replaced Bank or such replaced Lender Group (or any member thereof) for any Liquidation LIBOR Breakage Costs that such Bank Lender sustains or such Lender Group (or any member thereof) may sustain or incur incurs as a consequence of repayment the purchase of its such Lender's Loans (unless such Bank or such Lender Group has defaulted on its obligation to fund a Loan hereunder). Upon the effective date of the purchase of any BankLender's Loans and Reimbursement Obligations owed to such Lender and termination of such BankLender's Commitments pursuant to this Section 2.9.2, such Bank shall cease to be a Bank hereunder, and upon the effective date of purchase of any Lender Group's Construction Loans and termination of such Lender Group's Construction Loan Commitment pursuant to this Section 2.9.2, such Lender Group shall cease to be a Lender Group hereunder. No such termination of any such BankLender's Commitments and the purchase of such BankLender's Loans and Reimbursement Obligations pursuant to this Section 2.9.2 shall affect (i) any liability or obligation of Borrower Borrowers or any other Bank or Lender Group to such terminated Bank Lender, or any liability or obligation of such terminated Lender to Borrowers or any other Lender, which accrued on or prior to the date of such termination or (ii) such terminated BankLender's rights hereunder in respect of any such liability or obligation. No such termination of such Lender Group's Construction Loan Commitment and the purchase of such Lender Group's Construction Loans pursuant to this Section 2.9.2 shall affect (i) any liability or obligation of Borrower or any Bank or Lender Group to such terminated Lender Group which accrued on or prior to the date of such termination or (ii) the rights of such terminated Lender Group (or any member thereof) hereunder in respect of any such liability or obligation. 2.9.3 Upon written notice to Administrative Agent and Borrower, any Bank or Lender Group Member may designate a Lending Office other than that set forth in Exhibit I hereto (which Exhibit shall be automatically amended without further action to give effect to such designation on the date Administrative Agent receives such notice) and may assign all of its interests under the Credit Documents to such Lending Office; provided that such designation and assignment do not at the time of such designation and assignment increase the reasonably foreseeable liability of Borrower to such Bank or Lender Group Member under Section 2.5.4, 2.7.3, or 2.7.4 or make an interest rate option unavailable pursuant to Section 2.7.2.

Alternate Office; Minimization of Costs. 2.9.1 2.8.1 To the extent reasonably possible, each Bank and each Related Bank shall designate an alternative Lending Office with respect to its LIBOR Loans and otherwise take any reasonable actions to reduce any liability of Borrower to any Bank or any Related Bank under Section 2.5.42.4.4, 2.7.3 2.6.3 or 2.7.42.6.4, or to avoid the unavailability of any Type of Loans under Section 2.7.2 2.6.2 so long as such Bank or such Related Bank, in its sole discretion, determines that (a) such designation is not disadvantageous to such Bank or such Related Bank and (b) solely with respect to liabilities under Section 2.7.3 or 2.7.4, that such actions would eliminate or reduce any such liability. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any such Bank or such Related Bank in connection with any such designation or actions. Each CP Conduit shall at all times maintain a Lending Office located in the United States with respect to its LIBOR Loans. 2.9.2 2.8.2 If and with respect to each occasion that a Bank or a Lender Group Member either makes a demand for compensation pursuant to Section 2.5.42.4.4, 2.7.3 2.6.3 or 2.7.4 2.6.4 or is unable to fund LIBOR Loans pursuant to Section 2.7.2 2.6.2 or such Bank or such Lender Group Member wrongfully fails to fund a Loan, Borrower may, upon at least five Banking Days' prior irrevocable written notice to each of such Bank and Administrative Agent or such Lender Group Member and the applicable Lender Group Agent, as the case may be, in whole permanently replace the Commitments Commitment of such Bank or the applicable Lender GroupBank; provided that Borrower shall replace such Commitments Commitment with the Commitments Commitment of a commercial bank reasonably satisfactory to Administrative Agent, and with respect to the Working Capital/Project LC Commitment and the DSR LC Commitment, Borrower shall replace such Commitments with the Commitments of a Bank that is rated at least Baa3 by Xxxxx'x and at least BBB- by S&P. . Such replacement Bank shall upon the effective date of replacement purchase the Obligations owed to such replaced Bank for the aggregate amount thereof and shall thereupon for all purposes become a "Bank" hereunder. Such notice from Borrower shall specify an effective date for the replacement of such Bank's or such Lender Group's CommitmentsCommitment, which date shall not be later than the tenth day after the day such notice is given. On the effective date of any replacement of such Bank's or such Lender Group's Commitments Commitment pursuant to this Section 2.9.22.8.2, Borrower shall pay to Administrative Agent for the account of such Bank or such Lender Group (a) any fees due to such Bank or such Lender Group to the date of such replacement, (b) the principal of and accrued interest on the principal amount of outstanding Loans and Reimbursement Obligations held by such Bank and on outstanding Construction Loans held by such Lender Group to the date of such replacement, and (c) the amount or amounts requested by such Bank or such Lender Group Member in such Lender Group pursuant to each of Sections 2.5.42.4.4, 2.7.3 2.6.3 and 2.7.42.6.4, as applicable, and (d) any other amount then payable hereunder to such Bank or such Lender Group. Borrower will remain liable to such replaced Bank or such replaced Lender Group (or any member thereof) for any Liquidation Costs that such Bank or such Lender Group (or any member thereof) may sustain or incur as a consequence of repayment of its Loans (unless such Bank or such Lender Group has defaulted on its obligation to fund a Loan hereunder). Upon the effective date of purchase of any Bank's Loans and Reimbursement Obligations and termination of such Bank's Commitments pursuant to this Section 2.9.2, such Bank shall cease to be a Bank hereunder, and upon the effective date of purchase of any Lender Group's Construction Loans and termination of such Lender Group's Construction Loan Commitment pursuant to this Section 2.9.2, such Lender Group shall cease to be a Lender Group hereunder. No such termination of any such Bank's Commitments and the purchase of such Bank's Loans and Reimbursement Obligations pursuant to this Section 2.9.2 shall affect (i) any liability or obligation of Borrower or any other Bank or Lender Group to such terminated Bank which accrued on or prior to the date of such termination or (ii) such terminated Bank's rights hereunder in respect of any such liability or obligation. No such termination of such Lender Group's Construction Loan Commitment and the purchase of such Lender Group's Construction Loans pursuant to this Section 2.9.2 shall affect (i) any liability or obligation of Borrower or any Bank or Lender Group to such terminated Lender Group which accrued on or prior to the date of such termination or (ii) the rights of such terminated Lender Group (or any member thereof) hereunder in respect of any such liability or obligation. 2.9.3 Upon written notice to Administrative Agent and Borrower, any Bank or Lender Group Member may designate a Lending Office other than that set forth in Exhibit I hereto (which Exhibit shall be automatically amended without further action to give effect to such designation on the date Administrative Agent receives such notice) and may assign all of its interests under the Credit Documents to such Lending Office; provided that such designation and assignment do not at the time of such designation and assignment increase the reasonably foreseeable liability of Borrower to such Bank or Lender Group Member under Section 2.5.4, 2.7.3, or 2.7.4 or make an interest rate option unavailable pursuant to Section 2.7.2.that

Alternate Office; Minimization of Costs. 2.9.1 To 2.8.1 If any Lender requests compensation under Section 2.6, to the extent reasonably possiblepossible upon the request of Borrower, each Bank and each Related Bank Lender shall designate an alternative Lending Office with respect to its LIBOR Loans and otherwise take any reasonable actions to reduce any liability of Borrower to any Bank or any Related Bank Lender under Section 2.5.4Sections 2.4.4(a), 2.7.3 or 2.7.42.6.3, or 2.6.4 and 2.7, and to avoid the unavailability of any Type of Loans under Section 2.7.2 2.6.2 so long as (in the case of the designation of an alternative Lending Office) such Bank or such Related BankLender, in its sole discretionthe reasonable judgment of such Lender, determines that (a) such designation is not disadvantageous to such Bank or such Related Bank Lender in any material respect and (b) solely with respect to liabilities under Section 2.7.3 or 2.7.4, that such actions would eliminate or reduce any liability to such liabilityLender; provided that no Lender shall be required to designate an alternative Lending Office if such designation requires internal credit approval until such time as such Lender receives such internal credit approval. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any such Bank or such Related Bank Lender in connection with any such designation or actions. Each CP Conduit shall at all times maintain a Lending Office located in the United States with respect actions within thirty (30) days of demand thereof to its LIBOR LoansBorrower. 2.9.2 2.8.2 If and with respect to each occasion that (a) any Lender has failed to consent to a Bank proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 11.3 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, (b) a Lender Group Member either makes a demand for compensation pursuant to Section 2.5.4Sections 2.4.4, 2.7.3 2.6.3 or 2.7.4 2.6.4 or is unable to fund LIBOR Loans pursuant to Section 2.7.2 2.6.2 or such Bank or such (c) a Lender Group Member wrongfully fails to fund is a LoanDefaulting Lender, then Borrower may, at its sole expense, upon at least five (5) Banking Days' Days prior irrevocable written notice to each of such Bank Lender and Administrative Agent or such Lender Group Member and the applicable Lender Group Agent, as the case may be, in whole permanently replace all of the Loans and Commitments of such Bank or the applicable Lender Group; provided that Borrower shall replace and require such Commitments with the Commitments Lender to assign and delegate all of a commercial bank reasonably satisfactory its interests, rights (other than its existing rights to Administrative Agentpayments pursuant to Sections 2.4.4, 2.6.3, 2.6.4 and with respect to the Working Capital/Project LC Commitment 2.7, as applicable) and obligations under this Agreement and the DSR LC Commitment, Borrower shall replace such Commitments with the Commitments of a Bank that is rated at least Baa3 by Xxxxx'x and at least BBB- by S&P. related Credit Documents. Such replacement Bank Lender shall upon the effective date of replacement purchase the Borrower’s Obligations hereunder owed to such replaced Bank Lender for the aggregate amount thereof and shall thereupon for all purposes become a "Bank" “Lender” hereunder, and, if applicable, shall consent to the proposed amendment, waiver, discharge or termination. Such notice from Borrower shall specify an effective date for the replacement of such Bank's or such Lender Group's Lender’s Loans and Commitments, which date shall not be later than the tenth fifteenth (15th) day after the day such notice is given. On the effective date of any replacement of such Bank's or such Lender Group's Lender’s Loans and Commitments pursuant to this Section 2.9.22.8.2, Borrower shall pay to Administrative Agent for the account of such Bank or such Lender Group (a) any fees due to such Bank or such Lender Group to the date of such replacement, (b) the principal of and accrued interest on the principal amount of outstanding Loans and Reimbursement Obligations held by such Bank and on outstanding Construction Loans held by such Lender Group to the date of such replacement, replacement (such amount to be represented by the purchase of Borrower’s Obligations hereunder of such replaced Lender by the replacing Lender and not as a prepayment of such Loans) and (c) the amount or amounts requested by such Bank or due to such Lender Group Member in such Lender Group pursuant to each of Sections 2.5.42.4.4, 2.7.3 2.6.3, 2.6.4 and 2.7.42.7, as applicable, and (d) any other amount then payable hereunder to such Bank or such Lender GroupLender. Borrower will remain liable to such replaced Bank or such replaced Lender Group (or any member thereof) for any Liquidation Costs that such Bank Lender sustains or such Lender Group (or any member thereof) may sustain or incur incurs as a consequence of repayment the purchase of its such Lender’s Loans (unless such Bank or such Lender Group has defaulted on its obligation to fund a Loan hereunderhereunder or is a Defaulting Lender). Upon the effective date of the purchase of any Bank's Lender’s Loans and Reimbursement Obligations owed to such Lender and termination of such Bank's Lender’s Commitments pursuant to this Section 2.9.2, such Bank shall cease to be a Bank hereunder, and upon the effective date of purchase of any Lender Group's Construction Loans and termination of such Lender Group's Construction Loan Commitment pursuant to this Section 2.9.22.8.2, such Lender Group shall cease to be a Lender Group hereunder. No such termination of any such Bank's Lender’s Commitments and the purchase of such Bank's Lender’s Loans and Reimbursement Obligations pursuant to this Section 2.9.2 2.8.2 shall affect (i) any liability or obligation of Borrower or any other Bank or Lender Group to such terminated Bank Lender, or any liability or obligation of such terminated Lender to Borrower or any other Lender, which accrued on or prior to the date of such termination termination, or (ii) such terminated Bank's Lender’s rights hereunder in respect of any such liability or obligation. No such termination of such Nothing in this Section shall be deemed to prejudice any rights that Borrower may have against any Lender Group's Construction Loan Commitment and that is a Defaulting Lender. Notwithstanding the purchase of such foregoing, any Lender Group's Construction Loans that has been replaced as a Lender pursuant to this Section 2.9.2 2.8.2 and that is (or has an Affiliate that is) a party to a Secured Swap Agreement shall affect have the right, but not the obligation, to novate to another Lender or an Affiliate thereof such Secured Swap Agreements; and if such replaced Lender or its Affiliate, as applicable, has not exercised such right, then Borrower may elect to cause such replaced Lender or its Affiliate to use commercially reasonable efforts, as applicable, to novate to another Lender or an Affiliate thereof all applicable Secured Swap Agreements provided by such replaced Lender or its Affiliate, as applicable, subject to the satisfaction of the following conditions: (A) the parties shall enter into a novation agreement (based on the ISDA standard form novation agreement) in which the applicable Secured Swap Counterparty is the transferor and will act as the calculation agent and Borrower is the remaining party; (B) the transferee shall be acceptable to such Secured Swap Counterparty in its absolute discretion, including subject to such Secured Swap Counterparty’s internal credit approval, other internal policies and regulatory considerations; (C) the pricing of such novation shall be acceptable to such Secured Swap Counterparty in its absolute discretion; and (D) Borrower shall bear all costs and expenses (including legal costs and expenses) in relation to the novation agreement. For the avoidance of doubt and notwithstanding anything to the contrary herein, (i) any liability or a Lender shall have no obligation of Borrower or any Bank or Lender Group with respect to such terminated assignment if such Lender Group which accrued on or prior to the date of determines in its reasonable discretion that such termination or assignment would violate its internal credit policies, (ii) this Agreement (including this Section 2.8.2) does not in any way impair the rights of such terminated Lender Group (any Permitted Swap Counterparty to terminate a Permitted Swap Agreement if an automatic termination event, event of default or other termination event occurs thereunder nor in any member thereof) hereunder in respect way impairs the rights of any Permitted Swap Counterparty to otherwise terminate a Permitted Swap Agreement and upon a Permitted Swap Counterparty exercising such liability or obligationrights of termination, any election by Borrower to cause such Permitted Swap Counterparty to novate its applicable Permitted Swap Agreement, including any Hedge Transactions thereunder, pursuant to the first sentence hereof shall be null and void. 2.9.3 2.8.3 Upon written notice to Administrative Agent and BorrowerAgent, any Bank or Lender Group Member may designate a Lending Office other than that set forth in Exhibit I hereto (which Exhibit shall be automatically amended without further action the Lending Office most recently designated to give effect to such designation on the date Administrative Agent receives such notice) and may assign all of its interests under the Credit Documents and its Notes (if any) to such Lending Office; provided that such designation and assignment do not at the time of such designation and assignment increase the liability or the reasonably foreseeable liability of Borrower to such Bank or Lender Group Member under Section 2.5.42.4.4, 2.7.32.6.3, 2.6.4 or 2.7.4 2.7 or make an interest rate Interest Rate option unavailable pursuant to Section 2.7.22.6.2.

Alternate Office; Minimization of Costs. 2.9.1 (a) To the extent reasonably possible, each Bank and each Related Bank Lender shall designate an alternative Lending Office lending office with respect to its LIBOR Loans and otherwise take any reasonable actions to reduce any liability of Borrower to any Bank or any Related Bank such Lender under Section 2.5.4, 2.7.3 or 2.7.4this Article 4, or to avoid the unavailability of any Type type of Loans under Section 2.7.2 4.2 so long as such Bank or such Related Bank, in its sole discretion, determines Lender does not determine that (a) such designation is not materially disadvantageous to such Bank or such Related Bank and Lender. (b) solely with respect to liabilities under Section 2.7.3 or 2.7.4, that such actions would eliminate or reduce any such liability. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any such Bank or such Related Bank in connection with any such designation or actions. Each CP Conduit shall at all times maintain a Lending Office located in the United States with respect to its LIBOR Loans. 2.9.2 If and with respect to each occasion that a Bank or a Lender Group Member either makes a demand for compensation pursuant to Section 2.5.4, 2.7.3 Sections 4.1 or 2.7.4 4.3 or is unable to fund LIBOR Rate Loans pursuant to Section 2.7.2 or such Bank 4.2 or such Lender Group Member wrongfully fails to fund is a LoanDefaulting Lender, Borrower may, upon at least five Banking Business Days' ’ prior irrevocable written notice to such Bank and Administrative Agent or each of such Lender Group Member and the applicable Lender Group Agent, as the case may be, in whole permanently replace the Commitments Commitment of such Bank or the applicable Lender GroupLender; provided that (i) no Default or Event of Default has occurred and is continuing at the time of such proposed replacement of the Commitment of such Lender, and (ii) Borrower shall replace such Commitments Commitment with the Commitments Commitment of a commercial bank financial institution reasonably satisfactory to Administrative Agent, Agent (and with respect such consent of the Agent shall not to the Working Capital/Project LC Commitment and the DSR LC Commitment, Borrower shall replace such Commitments with the Commitments of a Bank that is rated at least Baa3 by Xxxxx'x and at least BBB- by S&P. be unreasonably withheld or delayed). Such replacement Bank Lender shall upon the effective date of replacement purchase the Obligations Loans owed to such replaced Bank Lender for the aggregate amount thereof and shall thereupon for all purposes become a "Bank" “Lender” hereunder. Such notice from Borrower shall specify an effective date for the replacement of such Bank's or such Lender Group's CommitmentsLender’s Commitment, which date shall not be later than the tenth thirtieth (30th) day after the day such notice is given. On the effective date of any replacement of such Bank's or such Lender Group's Commitments Lender’s Commitment pursuant to this Section 2.9.24.9, Borrower shall pay to Administrative Agent for the account of such Bank or such Lender Group (a) any fees due to such Bank or such Lender Group to the date of such replacement, ; (b) the principal of and accrued interest on the principal amount of outstanding Loans and Reimbursement Obligations held by such Bank and on outstanding Construction Loans held by such Lender Group to the date of such replacement, and (c) the amount or amounts requested by such Bank or such Lender Group Member in such Lender Group pursuant to each Article 4. On or before the effective date for the replacement of Sections 2.5.4such Lender’s Commitment, 2.7.3 and 2.7.4, as applicable, and (d) any other amount then payable hereunder to such Bank or such Lender Group. Borrower will remain liable to such replaced Bank or cause any Letter of Credit issued by such replaced Lender Group (to be terminated or any member thereof) for any Liquidation Costs that such Bank transferred to the replacement Lender or such Lender Group (or any member thereof) may sustain or incur as a consequence of repayment of its Loans (unless such Bank or such Lender Group has defaulted on its obligation to fund a Loan hereunder)another Lender. Upon the effective date of purchase repayment of any Bank's Loans and Reimbursement Obligations Lender’s Loans, the termination or transfer of such Lender’s Letters of Credit and termination of such Bank's Commitments pursuant to this Section 2.9.2, such Bank shall cease to be a Bank hereunder, and upon the effective date of purchase of any Lender Group's Construction Loans and termination of such Lender Group's Construction Loan Lender’s Commitment pursuant to this Section 2.9.24.9, such Lender Group shall cease to be a Lender Group hereunder. No such termination of any such Bank's Commitments Lender’s Commitment and the purchase of such Bank's Lender’s Loans and Reimbursement Obligations termination or transfer of such Lender’s Letters of Credit pursuant to this Section 2.9.2 4.9 shall affect (i) any liability or obligation of Borrower or any other Bank or Lender Group to such terminated Bank Lender which accrued on or prior to the date of such termination or (ii) such terminated Bank's Lender’s rights hereunder in respect of any such liability or obligation. No such termination of such Lender Group's Construction Loan Commitment and the purchase of such Lender Group's Construction Loans pursuant to this Section 2.9.2 shall affect (i) any liability or obligation of Borrower or any Bank or Lender Group to such terminated Lender Group which accrued on or prior to the date of such termination or (ii) the rights of such terminated Lender Group (or any member thereof) hereunder in respect of any such liability or obligation. 2.9.3 (c) Upon written notice to Administrative Agent and Borrower, any Bank or Lender Group Member may designate a Lending Office lending office other than that set forth in Exhibit I hereto (which Exhibit shall be automatically amended without further action to give effect to such designation on the date Administrative Agent receives such notice) Schedule 1.1 and may assign all of its interests under the Credit Documents this Agreement to such Lending Officelending office; provided that such designation and assignment do not at the time of such designation and assignment increase the reasonably foreseeable liability of Borrower to such Bank or Lender Group Member under Section 2.5.4, 2.7.3, or 2.7.4 Article 4 or make an interest rate Interest Rate option unavailable pursuant to Section 2.7.24.2.

Alternate Office; Minimization of Costs. 2.9.1 2.10.1 To the extent reasonably possible, each Bank and each Related Bank shall designate an alternative Lending Office with respect to its LIBOR Loans and otherwise take any reasonable actions to reduce any liability of Borrower to any Bank or any Related Bank under Section 2.5.42.6.4, 2.7.3 2.8.3 or 2.7.42.8.4, or to avoid the unavailability of any Type of Loans under Section 2.7.2 2.8.2 so long as such Bank or such Related Bank, in its sole discretion, determines does not determine that (a) such designation is not disadvantageous to such Bank or such Related Bank and (b) solely with respect to liabilities under Section 2.7.3 or 2.7.4, that such actions would eliminate or reduce any such liability. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any such Bank or such Related Bank in connection with any such designation or actions. Each CP Conduit shall at all times maintain a Lending Office located in the United States with respect to its LIBOR LoansBank. 2.9.2 2.10.2 If and with respect to each occasion that a Bank or a Lender Group Member either makes a demand for compensation pursuant to Section 2.5.42.6.4, 2.7.3 2.6.7, 2.8.3 or 2.7.4 2.8.4 or is unable to fund LIBOR Loans pursuant to Section 2.7.2 2.8.2 or such Bank or such Lender Group Member wrongfully fails to fund a Loan, Borrower may, upon at least five Banking Days' prior irrevocable written notice to each of such Bank and Administrative Agent or such Lender Group Member and the applicable Lender Group Agent, as the case may be, in whole permanently replace the Commitments Commitment of such Bank or the applicable Lender GroupBank; provided that Borrower shall replace such Commitments Commitment with the Commitments Commitment of a commercial bank reasonably satisfactory to Administrative Agent, and with respect to the Working Capital/Project LC Commitment and the DSR LC Commitment, Borrower shall replace such Commitments with the Commitments of a Bank that is rated at least Baa3 by Xxxxx'x and at least BBB- by S&P. Lead Arrangers. Such replacement Bank shall upon the effective date of replacement purchase the Obligations owed to such replaced Bank for the aggregate amount thereof and shall thereupon for all purposes become a "Bank" hereunder. Such notice from Borrower shall specify an effective date for the replacement of such Bank's or such Lender Group's CommitmentsCommitment, which date shall not be later than the tenth day after the day such notice is given. On the effective date of any replacement of such Bank's or such Lender Group's Commitments Commitment pursuant to this Section 2.9.22.10.2, Borrower shall pay to Administrative Agent for the account of such Bank or such Lender Group (a) any fees due to such Bank or such Lender Group to the date of such replacement, ; (b) the principal of and accrued interest on the principal amount of outstanding Loans and Reimbursement Obligations held by such Bank and on outstanding Construction Loans held by such Lender Group to the date of such replacement, and (c) the amount or amounts requested by such Bank or such Lender Group Member in such Lender Group pursuant to each of Sections 2.5.42.6.4, 2.7.3 2.6.7, 2.8.3 and 2.7.42.8.4, as applicable, and (d) any other amount then payable hereunder to such Bank or such Lender Group. Borrower will remain liable to such replaced Bank or such replaced Lender Group (or any member thereof) for any Liquidation Costs that such Bank or such Lender Group (or any member thereof) may sustain or incur as a consequence of repayment of its such Bank's Loans (unless such Bank or such Lender Group has defaulted on its obligation to fund a Loan hereunder). Upon the effective date of purchase repayment of any Bank's Loans and Reimbursement Obligations and termination of such Bank's Commitments Commitment pursuant to this Section 2.9.22.10.2, such Bank shall cease to be a Bank hereunder, and upon the effective date of purchase of any Lender Group's Construction Loans and termination of such Lender Group's Construction Loan Commitment pursuant to this Section 2.9.2, such Lender Group shall cease to be a Lender Group hereunder. No such termination of any such Bank's Commitments Commitment and the purchase of such Bank's Loans and Reimbursement Obligations pursuant to this Section 2.9.2 2.10.2 shall affect (i) any liability or obligation of Borrower or any other Bank or Lender Group to such terminated Bank which accrued on or prior to the date of such termination or (ii) such terminated Bank's rights hereunder in respect of any such liability or obligation. No such termination of such Lender Group's Construction Loan Commitment and the purchase of such Lender Group's Construction Loans pursuant to this Section 2.9.2 shall affect (i) any liability or obligation of Borrower or any Bank or Lender Group to such terminated Lender Group which accrued on or prior to the date of such termination or (ii) the rights of such terminated Lender Group (or any member thereof) hereunder in respect of any such liability or obligation. 2.9.3 Upon written notice to Administrative Agent and Borrower, any 2.10.3 Any Bank or Lender Group Member may designate a Lending Office other than that set forth in on Exhibit I hereto (which Exhibit shall be automatically amended without further action to give effect to such designation on the date Administrative Agent receives such notice) H and may assign all of its interests under the Credit Documents Documents, and its Notes, to such Lending Office; provided that such designation and assignment do not at the time of such designation and assignment increase the reasonably foreseeable liability of Borrower to such Bank or Lender Group Member under Section 2.5.4Sections 2.6.4, 2.7.32.8.3, or 2.7.4 2.8.4 or make an interest rate Interest Rate option unavailable pursuant to Section 2.7.22.8.2.

Alternate Office; Minimization of Costs. 2.9.1 To 2.10.1 If any Lender, any LC Participant or any LC Issuer requests compensation under Section 2.8, to the extent reasonably possiblepossible upon the request of Co-Borrowers, each Bank and each Related Bank LC Issuer shall designate an alternative Lending Office with respect to its LIBOR LC Loans and each Lender, each LC Participant and each LC Issuer shall otherwise take any reasonable actions to reduce any liability of Borrower Co-Borrowers to any Bank Lender, any LC Participant or any Related Bank LC Issuer under Section 2.5.4Sections 2.6.4, 2.7.3 or 2.7.42.8.3, or 2.8.4 and 2.9, and to avoid the unavailability of any Type of LC Loans under Section 2.7.2 2.8.2, so long as (in the case of the designation of an alternative Lending Office) such Bank or such Related BankLC Issuer, in its sole discretionthe reasonable judgment of such LC Issuer, determines that (a) such designation is not disadvantageous to such Bank or such Related Bank LC Issuer in any material respect and (b) solely with respect to liabilities under Section 2.7.3 or 2.7.4, that such actions would eliminate or reduce any liability to such liabilityLC Issuer; provided, that no LC Issuer shall be required to designate an alternative Lending Office if such designation requires internal credit approval until such time as such LC Issuer receives such internal credit approval. Each Co-Borrower hereby agrees to pay all reasonable costs and expenses incurred by any such Bank or such Related Bank the LC Issuers in connection with any such designation or actions. Each CP Conduit shall at all times maintain a Lending Office located in the United States with respect actions within 30 days of demand thereof to its LIBOR LoansCo-Borrowers. 2.9.2 2.10.2 If and with respect to each occasion that any Lender has failed to consent to a Bank proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.9 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, a Lender Group Member either makes a demand for compensation pursuant to Section 2.5.4Sections 2.6.4, 2.7.3 2.8.3 or 2.7.4 2.8.4 or a Lender is unable to fund LIBOR Loans pursuant to Section 2.7.2 or such Bank or such Lender Group Member wrongfully fails to fund a LoanDefaulting Lender, Borrower then Co-Borrowers may, at their sole expense, upon at least five Banking Days' Days prior irrevocable written notice to each of such Bank Lender and Administrative Agent or such Lender Group Member and the applicable Lender Group Agent, as the case may be, in whole permanently replace all of the Loans and Commitments of such Bank or the applicable Lender Group; provided that Borrower shall replace and require such Commitments with the Commitments Lender to assign and delegate all of a commercial bank reasonably satisfactory its interests, rights (other than its existing rights to Administrative Agentpayments pursuant to Sections 2.6.4, 2.8.3, 2.8.4 and with respect to the Working Capital/Project LC Commitment 2.9) and obligations under this Agreement and the DSR LC Commitment, Borrower shall replace such Commitments with the Commitments of a Bank that is rated at least Baa3 by Xxxxx'x and at least BBB- by S&P. related Credit Documents. Such replacement Bank Lender shall upon the effective date of replacement purchase the Co-Borrowers’ Obligations hereunder owed to such replaced Bank Lender for the aggregate amount thereof and shall thereupon for all purposes become a "Bank" “Lender” hereunder. Such notice from Borrower Co-Borrowers shall specify an effective date for the replacement of such Bank's or such Lender Group's Lender’s Loans and Commitments, which date shall not be later than the tenth fourteenth day after the day such notice is given. On the effective date of any replacement of such Bank's or such Lender Group's Lender’s Loans and Commitments pursuant to this Section 2.9.22.10.2, Borrower Co-Borrowers shall pay to Administrative Agent for the account of such Bank or such Lender Group (a) any fees due to such Bank or such Lender Group to the date of such replacement, (b) the principal of and accrued interest on the principal amount of outstanding Loans and Reimbursement Obligations held by such Bank and on outstanding Construction Loans held by such Lender Group to the date of such replacement, replacement (such amount to be represented by the purchase of Co-Borrowers’ Obligations hereunder of such replaced Lender by the replacing Lender and not as a prepayment of such Loans) plus (other than in connection with a replacement of a Defaulting Lender) the applicable Call Premium (if any) determined for the replacement date with respect to such assigned Loans and (c) the amount or amounts requested by such Bank or due to such Lender Group Member in such Lender Group pursuant to each of Sections 2.5.42.6.4, 2.7.3 2.8.3, 2.8.4 and 2.7.42.9, as applicable, and (d) any other amount then payable hereunder to such Bank or such Lender GroupLender. Borrower Co-Borrowers will remain liable to such replaced Bank or such replaced Lender Group (or any member thereof) for any Liquidation Costs that such Bank Lender sustains or such Lender Group (or any member thereof) may sustain or incur incurs as a consequence of repayment the purchase of its such Lender’s Loans (unless such Bank or such Lender Group has defaulted on its obligation to fund a Loan hereunderhereunder or is a Defaulting Lender). Upon the effective date of the purchase of any Bank's Lender’s Loans and Reimbursement Obligations owed to such Lender and termination of such Bank's Lender’s Commitments pursuant to this Section 2.9.2, such Bank shall cease to be a Bank hereunder, and upon the effective date of purchase of any Lender Group's Construction Loans and termination of such Lender Group's Construction Loan Commitment pursuant to this Section 2.9.22.10.2, such Lender Group (the “Terminated Lender”) shall cease to be a Lender Group hereunder. No such termination of any such Bank's Terminated Lender’s Commitments and the purchase of such Bank's Terminated Lender’s Loans and Reimbursement Obligations pursuant to this Section 2.9.2 2.10.2 shall affect (i) any liability or obligation of Co-Borrowers or any other Lender to such Terminated Lender, or any liability or obligation of such Terminated Lender to any Co-Borrower or any other Bank or Lender Group to such terminated Bank Lender, which accrued on or prior to the date of such termination termination, or (ii) such terminated Bank's Terminated Lender’s rights hereunder in respect of any such liability or obligation. No such termination of such Lender Group's Construction Loan Commitment and the purchase of such Lender Group's Construction Loans pursuant to Nothing in this Section 2.9.2 shall affect (i) be deemed to prejudice any liability or obligation of rights that any Co-Borrower or may have against any Bank or Lender Group to such terminated Lender Group which accrued on or prior to the date of such termination or (ii) the rights of such terminated Lender Group (or any member thereof) hereunder in respect of any such liability or obligationthat is a Defaulting Lender. 2.9.3 2.10.3 Upon written notice to Administrative Agent and BorrowerAgent, any Bank or Lender Group Member may designate a Lending Office other than that set forth in Exhibit I hereto (which Exhibit shall be automatically amended without further action the Lending Office most recently designated to give effect to such designation on the date Administrative Agent receives such notice) and may assign all of its interests under the Credit Documents and its Notes (if any) to such Lending Office; provided that such designation and assignment do not at the time of such designation and assignment increase the liability or the reasonably foreseeable liability of Borrower to such Bank or Lender Group Member Co-Borrowers under Section 2.5.42.6.4, 2.7.32.8.3, 2.8.4 or 2.7.4 or 2.9, make an interest rate Interest Rate option unavailable pursuant to Section 2.7.22.8.2 or otherwise cause Co-Borrowers to breach any applicable law.

Alternate Office; Minimization of Costs. 2.9.1 2.10.1 To the extent reasonably possible, each Bank and each Related Bank Lender shall designate an alternative Lending Office with respect to its LIBOR Loans and otherwise take any reasonable actions to reduce any liability of Borrower to any Bank or any Related Bank Lender under Section 2.5.42.6.4, 2.7.3 2.8.3, 2.8.4 or 2.7.42.9, or to avoid the unavailability of any Type of Loans under Section 2.7.2 2.8.2 so long as (in the case of the designation of an alternative Lending Office) such Bank or such Related BankLender, in its sole discretion, determines that (a) such designation is not disadvantageous to such Bank or such Related Bank Lender and (b) solely with respect to liabilities under Section 2.7.3 or 2.7.4, that such actions would eliminate or reduce any liability to such liabilityLender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any such Bank or such Related Bank Lender in connection with any such designation or actions. Each CP Conduit shall at all times maintain a Lending Office located in the United States with respect actions within 10 Banking Days of demand thereof to its LIBOR LoansBorrower. 2.9.2 2.10.2 If and with respect to each occasion that a Bank or a Lender Group Member either makes a demand for compensation pursuant to Section 2.5.42.6.4, 2.7.3 2.8.3 or 2.7.4 2.8.4 or is unable for a period of three consecutive months to fund LIBOR Loans pursuant to Section 2.7.2 or such Bank 2.8.2 or such Lender Group Member wrongfully fails to fund a Loan, then Borrower may, upon at least five Banking Days' prior irrevocable written notice to each of such Bank Lender and Administrative Agent or such Lender Group Member and the applicable Lender Group Agent, as the case may be, in whole permanently replace the Loans and Commitments of such Bank or the applicable Lender GroupLender; provided that Borrower shall replace such Loans and Commitments with the Loans and Commitments of a commercial bank reasonably satisfactory to Administrative Agent, and with respect to the Working Capital/Project LC Commitment and the DSR Security Fund LC Commitment, Borrower shall replace such Commitments with reasonably satisfactory to the Commitments of a Bank that is rated at least Baa3 by Xxxxx'x and at least BBB- by S&P. LC Issuer. Such replacement Bank Lender shall upon the effective date of replacement purchase the Borrower's Obligations hereunder owed to such replaced Bank Lender for the aggregate amount thereof and shall thereupon for all purposes become a "BankLender" hereunder. Such notice from Borrower shall specify an effective date for the replacement of such BankLender's or such Lender Group's Loans and Commitments, which date shall not be later than the tenth fourteenth day after the day such notice is given. On the effective date of any replacement of such BankLender's or such Lender Group's Loans and Commitments pursuant to this Section 2.9.22.10.2, Borrower shall pay to Administrative Agent for the account of such Bank or such Lender Group (a) any fees due to such Bank or such Lender Group to the date of such replacement, (b) the principal of and accrued interest on the principal amount of outstanding Loans and Reimbursement Obligations held by such Bank and on outstanding Construction Loans held by such Lender Group to the date of such replacementreplacement (such amount to be represented by the purchase of the Borrower's Obligations hereunder of such replaced Lender by the replacing Lender and not as a prepayment of such Loans), and (c) the amount or amounts requested by such Bank or due to such Lender Group Member in such Lender Group pursuant to each of Sections 2.5.42.6.4, 2.7.3 2.8.3 and 2.7.42.8.4, as applicable, and (d) any other amount then payable hereunder to such Bank or such Lender GroupLender. Borrower will remain liable to such replaced Bank or such replaced Lender Group (or any member thereof) for any Liquidation Costs that such Bank Lender sustains or such Lender Group (or any member thereof) may sustain or incur incurs as a consequence of repayment the purchase of its such Lender's Loans (unless such Bank or such Lender Group has defaulted on its obligation to fund a Loan hereunder). Upon the effective date of the purchase of any BankLender's Loans and Reimbursement Obligations owed to such Lender and termination of such BankLender's Commitments pursuant to this Section 2.9.2, such Bank shall cease to be a Bank hereunder, and upon the effective date of purchase of any Lender Group's Construction Loans and termination of such Lender Group's Construction Loan Commitment pursuant to this Section 2.9.22.10.2, such Lender Group shall cease to be a Lender Group hereunder. No such termination of any such BankLender's Commitments and the purchase of such BankLender's Loans and Reimbursement Obligations pursuant to this Section 2.9.2 2.10.2 shall affect (i) any liability or obligation of Borrower or any other Bank or Lender Group to such terminated Bank Lender, or any liability or obligation of such terminated Lender to Borrower or any other Lender, which accrued on or prior to the date of such termination termination, or (ii) such terminated BankLender's rights hereunder in respect of any such liability or obligation. No such termination of such Lender Group's Construction Loan Commitment and the purchase of such Lender Group's Construction Loans pursuant to this Section 2.9.2 shall affect (i) any liability or obligation of Borrower or any Bank or Lender Group to such terminated Lender Group which accrued on or prior to the date of such termination or (ii) the rights of such terminated Lender Group (or any member thereof) hereunder in respect of any such liability or obligation. 2.9.3 Upon written notice to Administrative Agent and Borrower, any Bank or Lender Group Member may designate a Lending Office other than that set forth in Exhibit I hereto (which Exhibit shall be automatically amended without further action to give effect to such designation on the date Administrative Agent receives such notice) and may assign all of its interests under the Credit Documents to such Lending Office; provided that such designation and assignment do not at the time of such designation and assignment increase the reasonably foreseeable liability of Borrower to such Bank or Lender Group Member under Section 2.5.4, 2.7.3, or 2.7.4 or make an interest rate option unavailable pursuant to Section 2.7.2.

Alternate Office; Minimization of Costs. 2.9.1 2.7.1 To the extent reasonably possible, each Bank and each Related Bank Lender shall designate an alternative Lending Office with respect to its LIBOR Term Loans and otherwise take any reasonable actions to reduce any liability of Borrower to any Bank or any Related Bank Lender under Section 2.5.42.3.4, 2.7.3 2.5.3, 2.5.4 or 2.7.42.6, or to avoid the unavailability of any Type of Term Loans under Section 2.7.2 2.5.2 so long as (in the case of the designation of an alternative Lending Office) such Bank or such Related BankLender, in its sole discretion, determines that (a) such designation is not disadvantageous to such Bank or such Related Bank Lender and (b) solely with respect to liabilities under Section 2.7.3 or 2.7.4, that such actions would eliminate or reduce any liability to such liabilityLender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any such Bank or such Related Bank Lender in connection with any such designation or actions. Each CP Conduit shall at all times maintain a Lending Office located actions within ten Banking Days of demand thereof to Borrower. 2.7.2 Notwithstanding anything to the contrary herein, in the United States event that: (a) any Lender (an "Increased-Cost Lender") shall give notice to Borrower that such Lender is a Lender is entitled to receive payments under Sections 2.3.4 or 2.5, (ii) the circumstances which have caused such Lender to be an Increased-Cost Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Borrower's request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to its LIBOR Loans. 2.9.2 If and with respect to each occasion that a Bank any of the provisions hereof as contemplated by Section 9.8, the consent of Majority Lenders, Supermajority Lenders or a Lender Group Member either makes a demand for compensation pursuant to Section 2.5.4, 2.7.3 or 2.7.4 or is unable to fund LIBOR Loans pursuant to Section 2.7.2 or such Bank or such Lender Group Member wrongfully fails to fund a Loan, Borrower may, upon at least five Banking Days' prior irrevocable written notice to such Bank and Administrative Agent or such Lender Group Member and the applicable Lender Group Agentall necessary Lenders, as the case may be, in whole permanently replace the Commitments shall have been obtained, except for one or more of such Bank or the applicable Lender Groupother Lenders (each a "Non-Consenting Lender") whose consent is required shall not have been obtained; provided that Borrower shall replace such Commitments with the Commitments of a commercial bank reasonably satisfactory to Administrative Agentthen, and with respect to each such Increased-Cost Lender or Non-Consenting Lender (the Working Capital/Project LC Commitment and the DSR LC Commitment"Terminated Lender"), Borrower shall replace such Commitments with the Commitments of a Bank that is rated at least Baa3 may, by Xxxxx'x and at least BBB- by S&P. Such replacement Bank shall upon the effective date of replacement purchase the Obligations owed to such replaced Bank for the aggregate amount thereof and shall thereupon for all purposes become a "Bank" hereunder. Such notice from Borrower shall specify an effective date for the replacement of such Bank's or such Lender Group's Commitments, which date shall not be later than the tenth day after the day such notice is given. On the effective date of any replacement of such Bank's or such Lender Group's Commitments pursuant to this Section 2.9.2, Borrower shall pay to Administrative Agent for the account of such Bank or such Lender Group (a) any fees due to such Bank or such Lender Group to the date of such replacement, (b) the principal of and accrued interest on the principal amount of outstanding Loans and Reimbursement Obligations held by such Bank and on outstanding Construction Loans held by such Lender Group to the date of such replacement, (c) the amount or amounts requested by such Bank or such Lender Group Member in such Lender Group pursuant to each of Sections 2.5.4, 2.7.3 and 2.7.4, as applicable, and (d) any other amount then payable hereunder to such Bank or such Lender Group. Borrower will remain liable to such replaced Bank or such replaced Lender Group (or any member thereof) for any Liquidation Costs that such Bank or such Lender Group (or any member thereof) may sustain or incur as a consequence of repayment of its Loans (unless such Bank or such Lender Group has defaulted on its obligation to fund a Loan hereunder). Upon the effective date of purchase of any Bank's Loans and Reimbursement Obligations and termination of such Bank's Commitments pursuant to this Section 2.9.2, such Bank shall cease to be a Bank hereunder, and upon the effective date of purchase of any Lender Group's Construction Loans and termination of such Lender Group's Construction Loan Commitment pursuant to this Section 2.9.2, such Lender Group shall cease to be a Lender Group hereunder. No such termination of any such Bank's Commitments and the purchase of such Bank's Loans and Reimbursement Obligations pursuant to this Section 2.9.2 shall affect (i) any liability or obligation of Borrower or any other Bank or Lender Group to such terminated Bank which accrued on or prior to the date of such termination or (ii) such terminated Bank's rights hereunder in respect of any such liability or obligation. No such termination of such Lender Group's Construction Loan Commitment and the purchase of such Lender Group's Construction Loans pursuant to this Section 2.9.2 shall affect (i) any liability or obligation of Borrower or any Bank or Lender Group to such terminated Lender Group which accrued on or prior to the date of such termination or (ii) the rights of such terminated Lender Group (or any member thereof) hereunder in respect of any such liability or obligation. 2.9.3 Upon giving written notice to Administrative Agent and Borrowerany Terminated Lender of its election to do so, any Bank elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Term Loans in full to one or more Eligible Assignees who are reasonably acceptable to Administrative Agent (each a "Replacement Lender") in accordance with the provisions of Section 9.12 (including the requirement that the Terminated Lender Group Member may designate a Lending Office other than that set forth in Exhibit I hereto (which Exhibit shall be automatically amended without further action to give effect assign its outstanding Rocky Mountain Term Loans to such designation Replacement Lender in accordance with the Rocky Mountain Credit Agreement) and Borrower shall pay any fees payable thereunder in connection with such assignment; provided: (i) on the date Administrative Agent receives of such notice) and may assign all of its interests under assignment, the Credit Documents Replacement Lender and/or Borrower shall pay to such Lending OfficeTerminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the Terminated Lender, and (B) an amount equal to all accrued, but theretofore unpaid, fees owing to such Terminated Lender pursuant to Section 2.2; (ii) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.3.4 or 2.5; provided that no premium on such designation and assignment do not amounts shall be required to be paid; (iii) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such designation assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; and (iv) no Event of Default shall have occurred and assignment increase be continuing at the reasonably foreseeable liability time of Borrower such termination and replacement (other than, in the case of a replacement predicated upon clause (b) above, the Event of Default that is the subject of the vote referred to such Bank or Lender Group Member under Section 2.5.4, 2.7.3, or 2.7.4 or make an interest rate option unavailable pursuant to Section 2.7.2in clause (b) above).

Alternate Office; Minimization of Costs. 2.9.1 To the extent reasonably possible, each Bank and each Related Bank Lender shall designate an alternative Lending Office with respect to its LIBOR Loans and otherwise take any reasonable actions to reduce any liability of Borrower to any Bank or any Related Bank Lender under Section Sections 2.5.4, 2.7.3 2.7.3, 2.7.4 or 2.7.42.8, or to avoid the unavailability of any Type of Loans under Section 2.7.2 so long as (in the case of the designation of an alternative Lending Office) such Bank or such Related BankLender, in its sole discretionthe reasonable judgment of such Lender, determines that (a) such designation is not disadvantageous to such Bank or such Related Bank Lender in any material respect and (b) solely with respect to liabilities under Section 2.7.3 or 2.7.4, that such actions would eliminate or reduce any liability to such liabilityLender; provided, that no Lender shall be required to designate an alternative Lending Office if such designation requires internal credit approval until such time as such Lender receives such internal credit approval. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any such Bank or such Related Bank Lender in connection with any such designation or actions. Each CP Conduit shall at all times maintain a Lending Office located in the United States with respect actions within 10 Banking Days of demand thereof to its LIBOR LoansBorrower. 2.9.2 If and with respect to each occasion that any Lender has failed to consent to a Bank proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.9 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, a Lender Group Member either makes a demand for compensation pursuant to Section Sections 2.5.4, 2.7.3 or 2.7.4 or is unable to fund LIBOR Loans pursuant to Section 2.7.2 or such Bank or such Lender Group Member wrongfully fails to fund is a LoanDefaulting Lender, then Borrower may, upon at least five Banking Days' ’ prior irrevocable written notice to each of such Bank Lender and Administrative Agent or such Lender Group Member and the applicable Lender Group Agent, as the case may be, in whole permanently replace the Loans and Commitments of such Bank or the applicable Lender GroupLender; provided that Borrower shall replace such LC Loans and LC Commitments with the LC Loans and LC Commitments of a commercial bank reasonably satisfactory to Administrative Agent, and with respect the applicable LC Issuer (provided that any existing Lenders shall be deemed to the Working Capital/Project LC Commitment and the DSR LC Commitment, Borrower shall replace such Commitments with the Commitments of a Bank that is rated at least Baa3 by Xxxxx'x and at least BBB- by S&P. be reasonably satisfactory). Such replacement Bank Lender shall upon the effective date of replacement purchase the Borrower’s Obligations hereunder owed to such replaced Bank Lender for the aggregate amount thereof and shall thereupon for all purposes become a "Bank" “Lender” hereunder. Such notice from Borrower shall specify an effective date for the replacement of such Bank's or such Lender Group's Lender’s Loans and Commitments, which date shall not be later than the tenth fourteenth day after the day such notice is given. On the effective date of any replacement of such Bank's or such Lender Group's Lender’s Loans and Commitments pursuant to this Section 2.9.2, Borrower shall pay to Administrative Agent for the account of such Bank or such Lender Group (a) any fees due to such Bank or such Lender Group to the date of such replacement, (b) the principal of and accrued interest on the principal amount of outstanding Loans and Reimbursement Obligations held by such Bank and on outstanding Construction Loans held by such Lender Group to the date of such replacementreplacement (such amount to be represented by the purchase of the Borrower’s Obligations hereunder of such replaced Lender by the replacing Lender and not as a prepayment of such Loans), and (c) the amount or amounts requested by such Bank or due to such Lender Group Member in such Lender Group pursuant to each of Sections 2.5.4, 2.7.3 and or 2.7.4, as applicable, and (d) any other amount then payable hereunder to such Bank or such Lender GroupLender. Borrower will remain liable to such replaced Bank or such replaced Lender Group (or any member thereof) for any Liquidation Costs that such Bank Lender sustains or such Lender Group (or any member thereof) may sustain or incur incurs as a consequence of repayment the purchase of its such Lender’s Loans (unless such Bank or such Lender Group has defaulted on its obligation to fund a Loan hereunder). Upon the effective date of the purchase of any Bank's Lender’s Loans and Reimbursement Obligations owed to such Lender and termination of such Bank's Lender’s Commitments pursuant to this Section 2.9.2, such Bank shall cease to be a Bank hereunder, and upon the effective date of purchase of any Lender Group's Construction Loans and termination of such Lender Group's Construction Loan Commitment pursuant to this Section 2.9.2, such Lender Group shall cease to be a Lender Group hereunder. No such termination of any such Bank's Lender’s Commitments and the purchase of such Bank's Lender’s Loans and Reimbursement Obligations pursuant to this Section 2.9.2 shall affect (i) any liability or obligation of Borrower or any other Bank or Lender Group to such terminated Bank Lender, or any liability or obligation of such terminated Lender to Borrower or any other Lender, which accrued on or prior to the date of such termination termination, or (ii) such terminated Bank's Lender’s rights hereunder in respect of any such liability or obligation. No such termination of such Lender Group's Construction Loan Commitment and the purchase of such Lender Group's Construction Loans pursuant to Nothing in this Section 2.9.2 shall affect (i) be deemed to prejudice any liability or obligation of rights that Borrower or may have against any Bank or Lender Group to such terminated Lender Group which accrued on or prior to the date of such termination or (ii) the rights of such terminated Lender Group (or any member thereof) hereunder in respect of any such liability or obligationthat is a Defaulting Lender. 2.9.3 Upon written notice to Administrative Agent and BorrowerAgent, any Bank or Lender Group Member may designate a Lending Office other than that set forth in Exhibit I hereto (which Exhibit shall be automatically amended without further action the Lending Office most recently designated to give effect to such designation on the date Administrative Agent receives such notice) and may assign all of its interests under the Credit Documents and its Notes (if any) to such Lending Office; provided that such designation and assignment do not at the time of such designation and assignment increase the reasonably foreseeable liability of Borrower to such Bank or Lender Group Member under Section 2.5.4, 2.7.3, 2.7.3 or 2.7.4 or make an interest rate Interest Rate option unavailable pursuant to Section 2.7.2.

Alternate Office; Minimization of Costs. 2.9.1 2.8.1 To the extent reasonably possible, each Bank and each Related Bank shall designate an alternative Lending Office with respect to its LIBOR Loans and otherwise take any reasonable actions to reduce any liability of Borrower to any Bank or any Related Bank under Section 2.5.42.4.4, 2.7.3 2.6.3 or 2.7.42.6.4, or to avoid the unavailability of any Type of Loans under Section 2.7.2 2.6.2 so long as such Bank or such Related Bank, in its sole discretion, determines does not determine that (a) such designation is not disadvantageous to such Bank or such Related Bank and (b) solely with respect to liabilities under Section 2.7.3 or 2.7.4, that such actions would eliminate or reduce any such liability. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any such Bank or such Related Bank in connection with any such designation or actions. Each CP Conduit shall at all times maintain a Lending Office located in the United States with respect to its LIBOR LoansBank. 2.9.2 2.8.2 If and with respect to each occasion that a Bank or a Lender Group Member either makes a demand for compensation pursuant to Section 2.5.42.4.4, 2.7.3 2.4.7, 2.6.3 or 2.7.4 2.6.4 or is unable for a period of three consecutive months to fund LIBOR Loans pursuant to Section 2.7.2 2.6.2 or such Bank or such Lender Group Member wrongfully fails to fund a Loan, Borrower may, upon at least five Banking Days' prior irrevocable written notice to each of such Bank and Administrative Agent or such Lender Group Member and the applicable Lender Group Agent, as the case may be, in whole permanently replace the Commitments Commitment of such Bank or the applicable Lender GroupBank; provided that Borrower shall replace such Commitments Commitment with the Commitments Commitment of a commercial bank reasonably satisfactory to Administrative the Agent, and with respect to the Working Capital/Project LC Commitment and the DSR LC Commitment, Borrower shall replace such Commitments with the Commitments of a Bank that is rated at least Baa3 by Xxxxx'x and at least BBB- by S&P. . Such replacement Bank shall upon the effective date of replacement purchase the Obligations owed to such replaced Bank for the aggregate amount thereof and shall thereupon for all purposes become a "Bank" hereunder. Such notice from Borrower shall specify an effective date for the replacement of such Bank's or such Lender Group's CommitmentsCommitment, which date shall not be later than the tenth day after the day such notice is given. On the effective date of any replacement of such Bank's or such Lender Group's Commitments Commitment pursuant to this Section 2.9.22.8.2, Borrower shall pay to Administrative Agent for the account of such Bank or such Lender Group (a) any fees due to such Bank or such Lender Group to the date of such replacement, ; (b) the principal of and accrued interest on the principal amount of outstanding Loans and Reimbursement Obligations held by such Bank and on outstanding Construction Loans held by such Lender Group to the date of such replacement, (c) the amount or amounts requested by such Bank or such Lender Group Member in such Lender Group pursuant to each of Sections 2.5.4, 2.7.3 and 2.7.4, as applicable, and (d) any other amount then payable hereunder to such Bank or such Lender Group. Borrower will remain liable to such replaced Bank or such replaced Lender Group (or any member thereof) for any Liquidation Costs that such Bank or such Lender Group (or any member thereof) may sustain or incur as a consequence of repayment of its Loans (unless such Bank or such Lender Group has defaulted on its obligation to fund a Loan hereunder). Upon the effective date of purchase of any Bank's Loans and Reimbursement Obligations and termination of such Bank's Commitments pursuant to this Section 2.9.2, such Bank shall cease to be a Bank hereunder, and upon the effective date of purchase of any Lender Group's Construction Loans and termination of such Lender Group's Construction Loan Commitment pursuant to this Section 2.9.2, such Lender Group shall cease to be a Lender Group hereunder. No such termination of any such Bank's Commitments and the purchase of such Bank's Loans and Reimbursement Obligations pursuant to this Section 2.9.2 shall affect (i) any liability or obligation of Borrower or any other Bank or Lender Group to such terminated Bank which accrued on or prior to the date of such termination or (ii) such terminated Bank's rights hereunder in respect of any such liability or obligation. No such termination of such Lender Group's Construction Loan Commitment and the purchase of such Lender Group's Construction Loans pursuant to this Section 2.9.2 shall affect (i) any liability or obligation of Borrower or any Bank or Lender Group to such terminated Lender Group which accrued on or prior to the date of such termination or (ii) the rights of such terminated Lender Group (or any member thereof) hereunder in respect of any such liability or obligation. 2.9.3 Upon written notice to Administrative Agent and Borrower, any Bank or Lender Group Member may designate a Lending Office other than that set forth in Exhibit I hereto (which Exhibit shall be automatically amended without further action to give effect to such designation on the date Administrative Agent receives such notice) and may assign all of its interests under the Credit Documents to such Lending Office; provided that such designation and assignment do not at the time of such designation and assignment increase the reasonably foreseeable liability of Borrower to such Bank or Lender Group Member under Section 2.5.4, 2.7.3, or 2.7.4 or make an interest rate option unavailable pursuant to Section 2.7.2.Loans

Alternate Office; Minimization of Costs. 2.9.1 To the extent reasonably possible, each Bank and each Related Bank shall designate an alternative Lending Office with respect to its LIBOR Loans and otherwise take any reasonable actions to reduce any liability of Borrower to any Bank or any Related Bank under Section 2.5.4, 2.7.3 or 2.7.4, or to avoid the unavailability of any Type of Loans under Section 2.7.2 so long as such Bank or such Related Bank, in its sole discretion, determines that (a) such designation is not disadvantageous to such Bank or such Related Bank and (b) solely with respect to liabilities under Section 2.7.3 or 2.7.4, that such actions would eliminate or reduce any such liability. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any such Bank or such Related Bank in connection with any such designation or actions. Each CP Conduit shall at all times maintain a Lending Office located in the United States with respect to its LIBOR Loans2.10.1 [Reserved]. 2.9.2 2.10.2 If and with respect to each occasion that any Lender has failed to consent to a Bank proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.9 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, a Lender Group Member either makes a demand for compensation pursuant to Section 2.5.4Sections 2.6.4, 2.7.3 2.8.3 or 2.7.4 2.8.4 or a Lender is unable to fund LIBOR Loans pursuant to Section 2.7.2 or such Bank or such Lender Group Member wrongfully fails to fund a LoanDefaulting Lender, Borrower then Co-Borrowers may, at their sole expense, upon at least five Banking Days' Days prior irrevocable written notice to each of such Bank Lender and Administrative Agent or such Lender Group Member and the applicable Lender Group Agent, as the case may be, in whole permanently replace all of the Loans and Commitments of such Bank or the applicable Lender Group; provided that Borrower shall replace and require such Commitments with the Commitments Lender to assign and delegate all of a commercial bank reasonably satisfactory its interests, rights (other than its existing rights to Administrative Agentpayments pursuant to Sections 2.6.4, 2.8.3 and with respect to the Working Capital/Project LC Commitment 2.8.4) and obligations under this Agreement and the DSR LC Commitment, Borrower shall replace such Commitments with the Commitments of a Bank that is rated at least Baa3 by Xxxxx'x and at least BBB- by S&P. related Credit Documents. Such replacement Bank Lender shall upon the effective date of replacement purchase the Co-Borrowers’ Obligations hereunder owed to such replaced Bank Lender for the aggregate amount thereof and shall thereupon for all purposes become a "Bank" “Lender” hereunder. Such notice from Borrower Co-Borrowers shall specify an effective date for the replacement of such Bank's or such Lender Group's Lender’s Loans and Commitments, which date shall not be later than the tenth fourteenth day after the day such notice is given. On the effective date of any replacement of such Bank's or such Lender Group's Lender’s Loans and Commitments pursuant to this Section 2.9.22.10.2, Borrower Co-Borrowers shall pay to Administrative Agent for the account of such Bank or such Lender Group (a) any fees due to such Bank or such Lender Group to the date of such replacement, (b) the principal of and accrued interest on the principal amount of outstanding Loans and Reimbursement Obligations held by such Bank and on outstanding Construction Loans held by such Lender Group to the date of such replacement, replacement (such amount to be represented by the purchase of Co-Borrowers’ Obligations hereunder of such replaced Lender by the replacing Lender and not as a prepayment of such Loans) plus (other than in connection with a replacement of a Defaulting Lender) the applicable Call Premium (if any) determined for the replacement date with respect to such assigned Loans and (c) the amount or amounts requested by such Bank or due to such Lender Group Member in such Lender Group pursuant to each of Sections 2.5.42.6.4, 2.7.3 2.8.3, and 2.7.42.8.4, as applicable, and (d) any other amount then payable hereunder to such Bank or such Lender Group. Borrower will remain liable to such replaced Bank or such replaced Lender Group (or any member thereof) for any Liquidation Costs that such Bank or such Lender Group (or any member thereof) may sustain or incur as a consequence of repayment of its Loans (unless such Bank or such Lender Group has defaulted on its obligation to fund a Loan hereunder)Lender. Upon the effective date of the purchase of any Bank's Lender’s Loans and Reimbursement Obligations owed to such Lender and termination of such Bank's Lender’s Commitments pursuant to this Section 2.9.2, such Bank shall cease to be a Bank hereunder, and upon the effective date of purchase of any Lender Group's Construction Loans and termination of such Lender Group's Construction Loan Commitment pursuant to this Section 2.9.22.10.2, such Lender Group (the “Terminated Lender”) shall cease to be a Lender Group hereunder. No such termination of any such Bank's Terminated Lender’s Commitments and the purchase of such Bank's Terminated Lender’s Loans and Reimbursement Obligations pursuant to this Section 2.9.2 2.10.2 shall affect (i) any liability or obligation of Co-Borrowers or any other Lender to such Terminated Lender, or any liability or obligation of such Terminated Lender to any Co-Borrower or any other Bank or Lender Group to such terminated Bank Lender, which accrued on or prior to the date of such termination termination, or (ii) such terminated Bank's Terminated Lender’s rights hereunder in respect of any such liability or obligation. No such termination of such Lender Group's Construction Loan Commitment and the purchase of such Lender Group's Construction Loans pursuant to Nothing in this Section 2.9.2 shall affect (i) be deemed to prejudice any liability or obligation of rights that any Co-Borrower or may have against any Bank or Lender Group to such terminated Lender Group which accrued on or prior to the date of such termination or (ii) the rights of such terminated Lender Group (or any member thereof) hereunder in respect of any such liability or obligationthat is a Defaulting Lender. 2.9.3 2.10.3 Upon written notice to Administrative Agent and BorrowerAgent, any Bank or Lender Group Member may designate a Lending Office other than that set forth in Exhibit I hereto (which Exhibit shall be automatically amended without further action the Lending Office most recently designated to give effect to such designation on the date Administrative Agent receives such notice) and may assign all of its interests under the Credit Documents and its Notes (if any) to such Lending Office; provided that such designation and assignment do not at the time of such designation and assignment increase the liability or the reasonably foreseeable liability of Borrower to such Bank or Lender Group Member Co-Borrowers under Section 2.5.42.6.4, 2.7.3, 2.8.3 or 2.7.4 2.8.4 or make an interest rate option unavailable pursuant otherwise cause Co-Borrowers to Section 2.7.2breach any applicable law.

Alternate Office; Minimization of Costs. 2.9.1 To the extent reasonably possible, each Bank and each Related Bank Lender shall designate an alternative Lending Office with respect to its LIBOR Loans and otherwise take any reasonable actions to reduce any liability of Borrower Borrowers to any Bank or any Related Bank Lender under Section 2.5.4, 2.7.3 2.7.3, 2.7.4 or 2.7.42.8, or to avoid the unavailability of any Type of Loans under Section 2.7.2 so long as (in the case of the designation of an alternative Lending Office) such Bank or such Related BankLender, in its sole discretion, determines that (a) such designation is not disadvantageous to such Bank or such Related Bank Lender and (b) solely with respect to liabilities under Section 2.7.3 or 2.7.4, that such actions would eliminate or reduce any liability to such liabilityLender. Borrower Borrowers hereby agrees agree to pay all reasonable costs and expenses incurred by any such Bank or such Related Bank Lender in connection with any such designation or actions. Each CP Conduit shall at all times maintain a Lending Office located in the United States with respect actions within 10 Business Days of demand thereof to its LIBOR LoansBorrowers. 2.9.2 If and with respect to each occasion that a Bank or a Lender Group Member either makes a demand for compensation pursuant to Section 2.5.4, 2.7.3 or 2.7.4 or is unable for a period of three consecutive months to fund LIBOR Loans pursuant to Section 2.7.2 or such Bank or such Lender Group Member wrongfully fails to fund a Loan, Borrower then Borrowers may, upon at least five Banking Business Days' ’ prior irrevocable written notice to each of such Bank Lender and Administrative Agent or such Lender Group Member and the applicable Lender Group Agent, as the case may be, in whole permanently replace the Loans and Commitments of such Bank or the applicable Lender GroupLender; provided provided, that Borrower Borrowers shall replace such Loans and Commitments with the Loans and Commitments of a commercial bank reasonably satisfactory to Administrative Agent, and with respect to the Working Capital/Project LC Commitment and the DSR LC Commitment, Borrower shall replace such Commitments with the Commitments of a Bank that is rated at least Baa3 by Xxxxx'x and at least BBB- by S&P. . Such replacement Bank Lender shall upon the effective date of replacement purchase the Obligations owed to such replaced Bank Lender for the aggregate amount thereof and shall thereupon for all purposes become a "Bank" “Lender” or “LC Issuer”, as the case may be, hereunder. Such notice from Borrower Borrowers shall specify an effective date for the replacement of such Bank's or such Lender Group's Lender’s Loans and Commitments, which date shall not be later than the tenth 14th day after the day such notice is given. On the effective date of any replacement of such Bank's or such Lender Group's Lender’s Loans and Commitments pursuant to this Section 2.9.2, Borrower Borrowers shall pay to Administrative Agent for the account of such Bank or such Lender Group (a) any fees due to such Bank or such Lender Group to the date of such replacement, (b) the principal of and accrued interest on the principal amount of outstanding Loans and Reimbursement Obligations held by such Bank and on outstanding Construction Loans held by such Lender Group to the date of such replacementreplacement (such amount to be represented by the purchase of the Obligations of such replaced Lender by the replacing Lender and not as a prepayment of such Loans), and (c) the amount or amounts requested by such Bank or due to such Lender Group Member in such Lender Group pursuant to each of Sections 2.5.4, 2.7.3 and 2.7.4, as applicable, and (d) any other amount then payable hereunder to such Bank or such Lender GroupLender. Borrower Borrowers will remain liable to such replaced Bank or such replaced Lender Group (or any member thereof) for any Liquidation LIBOR Breakage Costs that such Bank Lender sustains or such Lender Group (or any member thereof) may sustain or incur incurs as a consequence of repayment the purchase of its such Lender’s Loans (unless such Bank or such Lender Group has defaulted on its obligation to fund a Loan hereunder). Upon the effective date of the purchase of any Bank's Lender’s Loans and Reimbursement Obligations owed to such Lender and termination of such Bank's Lender’s Commitments pursuant to this Section 2.9.2, such Bank shall cease to be a Bank hereunder, and upon the effective date of purchase of any Lender Group's Construction Loans and termination of such Lender Group's Construction Loan Commitment pursuant to this Section 2.9.2, such Lender Group shall cease to be a Lender Group hereunder. No such termination of any such Bank's Lender’s Commitments and the purchase of such Bank's Lender’s Loans and Reimbursement Obligations pursuant to this Section 2.9.2 shall affect (i) any liability or obligation of Borrower Borrowers or any other Bank or Lender Group to such terminated Bank Lender, or any liability or obligation of such terminated Lender to Borrowers or any other Lender, which accrued on or prior to the date of such termination or (ii) such terminated Bank's Lender’s rights hereunder in respect of any such liability or obligation. No such termination of such Lender Group's Construction Loan Commitment and the purchase of such Lender Group's Construction Loans pursuant to this Section 2.9.2 shall affect (i) any liability or obligation of Borrower or any Bank or Lender Group to such terminated Lender Group which accrued on or prior to the date of such termination or (ii) the rights of such terminated Lender Group (or any member thereof) hereunder in respect of any such liability or obligation. 2.9.3 Upon written notice to Administrative Agent and BorrowerAgent, any Bank or Lender Group Member may designate a Lending Office other than that set forth in Exhibit I hereto (which Exhibit shall be automatically amended without further action the Lending Office most recently designated to give effect to such designation on the date Administrative Agent receives such notice) and may assign all of its interests under the Credit Documents and its Notes (if any) to such Lending Office; provided provided, that such designation and assignment do not at the time of such designation and assignment increase the reasonably foreseeable liability of Borrower to such Bank or Lender Group Member Borrowers under Section 2.5.4, 2.7.3, 2.7.3 or 2.7.4 or make an interest rate Interest Rate option unavailable pursuant to Section 2.7.2.

Alternate Office; Minimization of Costs. 2.9.1 To 2.8.1 If any Lender requests compensation under Section 2.6, to the extent reasonably possiblepossible upon the request of Borrower, each Bank and each Related Bank Lender shall designate an alternative Lending Office with respect to its LIBOR Loans and otherwise take any reasonable actions to reduce any liability of Borrower to any Bank or any Related Bank Lender under Section 2.5.4Sections 2.4.4(a), 2.7.3 or 2.7.42.6.3, or 2.6.4 and 2.7, and to avoid the unavailability of any Type of Loans under Section 2.7.2 2.6.2 so long as (in the case of the designation of an alternative Lending Office) such Bank or such Related BankLender, in its sole discretionthe reasonable judgment of such Lender, determines that (a) such designation is not disadvantageous to such Bank or such Related Bank Lender in any material respect and (b) solely with respect to liabilities under Section 2.7.3 or 2.7.4, that such actions would eliminate or reduce any liability to such liabilityLender; provided that no Lender shall be required to designate an alternative Lending Office if such designation requires internal credit approval until such time as such Lender receives such internal credit approval. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any such Bank or such Related Bank Lender in connection with any such designation or actions. Each CP Conduit shall at all times maintain a Lending Office located in the United States with respect actions within thirty (30) days of demand thereof to its LIBOR LoansBorrower. 2.9.2 2.8.2 If and with respect to each occasion that (a) any Lender has failed to consent to a Bank proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 11.3 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, (b) a Lender Group Member either makes a demand for compensation pursuant to Section 2.5.4Sections 2.4.4, 2.7.3 2.6.3 or 2.7.4 2.6.4 or is unable to fund LIBOR Loans pursuant to Section 2.7.2 2.6.2 or such Bank or such (c) a Lender Group Member wrongfully fails to fund is a LoanDefaulting Lender, then Borrower may, at its sole expense, upon at least five (5) Banking Days' Days prior irrevocable written notice to each of such Bank Lender and Administrative Agent or such Lender Group Member and the applicable Lender Group Agent, as the case may be, in whole permanently replace all of the Loans and Commitments of such Bank or the applicable Lender Group; provided that Borrower shall replace and require such Commitments with the Commitments Lender to assign and delegate all of a commercial bank reasonably satisfactory its interests, rights (other than its existing rights to Administrative Agentpayments pursuant to Sections 2.4.4, 2.6.3, 2.6.4 and with respect to the Working Capital/Project LC Commitment 2.7, as applicable) and obligations under this Agreement and the DSR LC Commitment, Borrower shall replace such Commitments with the Commitments of a Bank that is rated at least Baa3 by Xxxxx'x and at least BBB- by S&P. related Credit Documents. Such replacement Bank Lender shall upon the effective date of replacement purchase the Borrower’s Obligations hereunder owed to such replaced Bank Lender for the aggregate amount thereof and shall thereupon for all purposes become a "Bank" “Lender” hereunder, and, if applicable, shall consent to the proposed amendment, waiver, discharge or termination. Such notice from Borrower shall specify an effective date for the replacement of such Bank's or such Lender Group's Lender’s Loans and Commitments, which date shall not be later than the tenth fifteenth (15th) day after the day such notice is given. On the effective date of any replacement of such Bank's or such Lender Group's Lender’s Loans and Commitments pursuant to this Section 2.9.22.8.2, Borrower shall pay to Administrative Agent for the account of such Bank or such Lender Group (a) any fees due to such Bank or such Lender Group to the date of such replacement, (b) the principal of and accrued interest on the principal amount of outstanding Loans and Reimbursement Obligations held by such Bank and on outstanding Construction Loans held by such Lender Group to the date of such replacement, replacement (such amount to be represented by the purchase of Borrower’s Obligations hereunder of such replaced Lender by the replacing Lender and not as a prepayment of such Loans) and (c) the amount or amounts requested by such Bank or due to such Lender Group Member in such Lender Group pursuant to each of Sections 2.5.42.4.4, 2.7.3 2.6.3, 2.6.4 and 2.7.42.7, as applicable, and (d) any other amount then payable hereunder to such Bank or such Lender GroupLender. Borrower will remain liable to such replaced Bank or such replaced Lender Group (or any member thereof) for any Liquidation Costs that such Bank Lender sustains or such Lender Group (or any member thereof) may sustain or incur incurs as a consequence of repayment the purchase of its such Lender’s Loans (unless such Bank or such Lender Group has defaulted on its obligation to fund a Loan hereunderhereunder or is a Defaulting Lender). Upon the effective date of the purchase of any Bank's Lender’s Loans and Reimbursement Obligations owed to such Lender and termination of such Bank's Lender’s Commitments pursuant to this Section 2.9.2, such Bank shall cease to be a Bank hereunder, and upon the effective date of purchase of any Lender Group's Construction Loans and termination of such Lender Group's Construction Loan Commitment pursuant to this Section 2.9.22.8.2, such Lender Group shall cease to be a Lender Group hereunder. No such termination of any such Bank's Lender’s Commitments and the purchase of such Bank's Lender’s Loans and Reimbursement Obligations pursuant to this Section 2.9.2 2.8.2 shall affect (i) any liability or obligation of Borrower or any other Bank or Lender Group to such terminated Bank Lender, or any liability or obligation of such terminated Lender to Borrower or any other Lender, which accrued on or prior to the date of such termination termination, or (ii) such terminated Bank's Lender’s rights hereunder in respect of any such liability or obligation. No such termination of such Nothing in this Section shall be deemed to prejudice any rights that Borrower may have against any Lender Group's Construction Loan Commitment and that is a Defaulting Lender. Notwithstanding the purchase of such foregoing, any Lender Group's Construction Loans that has been replaced as a Lender pursuant to this Section 2.9.2 2.8.2 and that is (or has an Affiliate that is) a party to a Secured Swap Agreement shall affect (i) any liability have the right, but not the obligation, to novate to another Lender or obligation of an Affiliate thereof such Secured Swap Agreements; and if such replaced Lender or its Affiliate, as applicable, has not exercised such right, then Borrower may elect to cause such replaced Lender or any Bank its Affiliate to use commercially reasonable efforts, as applicable, to novate to another Lender or an Affiliate thereof all applicable Secured Swap Agreements provided by such replaced Lender Group to such terminated Lender Group which accrued on or prior its Affiliate, as applicable, subject to the date satisfaction of such termination or the following conditions: (iiA) the rights of such terminated Lender Group parties shall enter into a novation agreement (or any member thereof) hereunder in respect of any such liability or obligation. 2.9.3 Upon written notice to Administrative Agent and Borrower, any Bank or Lender Group Member may designate a Lending Office other than that set forth in Exhibit I hereto (which Exhibit shall be automatically amended without further action to give effect to such designation based on the date Administrative Agent receives such noticeISDA standard form novation agreement) in which the applicable Secured Swap Counterparty is the transferor and may assign all of its interests under will act as the Credit Documents to such Lending Office; provided that such designation and assignment do not at the time of such designation and assignment increase the reasonably foreseeable liability of Borrower to such Bank or Lender Group Member under Section 2.5.4, 2.7.3, or 2.7.4 or make an interest rate option unavailable pursuant to Section 2.7.2.calculation agent and

Alternate Office; Minimization of Costs. 2.9.1 2.7.1 To the extent reasonably possible, each Bank and each Related Bank Lender shall designate an alternative Lending Office with respect to its LIBOR Loans Term Loans, Funded LC Disbursement and Funded LC Credit-Linked Deposit and otherwise take any reasonable actions to reduce any liability of Borrower to any Bank or any Related Bank Lender under Section 2.5.42.3.4, 2.7.3 2.5.3, 2.5.4 or 2.7.42.6, or to avoid the unavailability of any Type of Loans Term Loans, Funded LC Disbursement or Funded LC Credit-Linked Deposit under Section 2.7.2 2.5.2 so long as (in the case of the designation of an alternative Lending Office) such Bank or such Related BankLender, in its sole discretion, determines that (a) such designation is not disadvantageous to such Bank or such Related Bank Lender and (b) solely with respect to liabilities under Section 2.7.3 or 2.7.4, that such actions would eliminate or reduce any liability to such liabilityLender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any such Bank or such Related Bank Lender in connection with any such designation or actions. Each CP Conduit shall at all times maintain a Lending Office located actions within ten Banking Days of demand thereof to Borrower. 2.7.2 Notwithstanding anything to the contrary herein, in the United States event that: (a) any Lender (an "Increased-Cost Lender") shall give notice to Borrower that such Lender is a Lender is entitled to receive payments under Sections 2.3.4 or 2.5, (ii) the circumstances which have caused such Lender to be an Increased-Cost Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Borrower's request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to its LIBOR Loans. 2.9.2 If and with respect to each occasion that a Bank any of the provisions hereof as contemplated by Section 9.8, the consent of Majority Lenders, Supermajority Lenders or a Lender Group Member either makes a demand for compensation pursuant to Section 2.5.4, 2.7.3 or 2.7.4 or is unable to fund LIBOR Loans pursuant to Section 2.7.2 or such Bank or such Lender Group Member wrongfully fails to fund a Loan, Borrower may, upon at least five Banking Days' prior irrevocable written notice to such Bank and Administrative Agent or such Lender Group Member and the applicable Lender Group Agentall necessary Lenders, as the case may be, in whole permanently replace the Commitments shall have been obtained, except for one or more of such Bank or the applicable Lender Groupother Lenders (each a "Non-Consenting Lender") whose consent is required shall not have been obtained; provided that Borrower shall replace such Commitments with the Commitments of a commercial bank reasonably satisfactory to Administrative Agentthen, and with respect to each such Increased-Cost Lender or Non-Consenting Lender (the Working Capital/Project LC Commitment and the DSR LC Commitment"Terminated Lender"), Borrower shall replace such Commitments with the Commitments of a Bank that is rated at least Baa3 may, by Xxxxx'x and at least BBB- by S&P. Such replacement Bank shall upon the effective date of replacement purchase the Obligations owed to such replaced Bank for the aggregate amount thereof and shall thereupon for all purposes become a "Bank" hereunder. Such notice from Borrower shall specify an effective date for the replacement of such Bank's or such Lender Group's Commitments, which date shall not be later than the tenth day after the day such notice is given. On the effective date of any replacement of such Bank's or such Lender Group's Commitments pursuant to this Section 2.9.2, Borrower shall pay to Administrative Agent for the account of such Bank or such Lender Group (a) any fees due to such Bank or such Lender Group to the date of such replacement, (b) the principal of and accrued interest on the principal amount of outstanding Loans and Reimbursement Obligations held by such Bank and on outstanding Construction Loans held by such Lender Group to the date of such replacement, (c) the amount or amounts requested by such Bank or such Lender Group Member in such Lender Group pursuant to each of Sections 2.5.4, 2.7.3 and 2.7.4, as applicable, and (d) any other amount then payable hereunder to such Bank or such Lender Group. Borrower will remain liable to such replaced Bank or such replaced Lender Group (or any member thereof) for any Liquidation Costs that such Bank or such Lender Group (or any member thereof) may sustain or incur as a consequence of repayment of its Loans (unless such Bank or such Lender Group has defaulted on its obligation to fund a Loan hereunder). Upon the effective date of purchase of any Bank's Loans and Reimbursement Obligations and termination of such Bank's Commitments pursuant to this Section 2.9.2, such Bank shall cease to be a Bank hereunder, and upon the effective date of purchase of any Lender Group's Construction Loans and termination of such Lender Group's Construction Loan Commitment pursuant to this Section 2.9.2, such Lender Group shall cease to be a Lender Group hereunder. No such termination of any such Bank's Commitments and the purchase of such Bank's Loans and Reimbursement Obligations pursuant to this Section 2.9.2 shall affect (i) any liability or obligation of Borrower or any other Bank or Lender Group to such terminated Bank which accrued on or prior to the date of such termination or (ii) such terminated Bank's rights hereunder in respect of any such liability or obligation. No such termination of such Lender Group's Construction Loan Commitment and the purchase of such Lender Group's Construction Loans pursuant to this Section 2.9.2 shall affect (i) any liability or obligation of Borrower or any Bank or Lender Group to such terminated Lender Group which accrued on or prior to the date of such termination or (ii) the rights of such terminated Lender Group (or any member thereof) hereunder in respect of any such liability or obligation. 2.9.3 Upon giving written notice to Administrative Agent and Borrowerany Terminated Lender of its election to do so, any Bank elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Term Loans, Funded LC Disbursements and Funded LC Credit Linked Deposit in full to one or more Eligible Assignees who are reasonably acceptable to Administrative Agent (each a "Replacement Lender") in accordance with the provisions of Section 9.12 (including the requirement that the Terminated Lender Group Member may designate a Lending Office other than that set forth in Exhibit I hereto (which Exhibit shall be automatically amended without further action to give effect assign its outstanding Riverside Term Loans to such designation Replacement Lender in accordance with the Riverside Credit Agreement) and Borrower shall pay any fees payable thereunder in connection with such assignment; provided: (i) on the date Administrative Agent receives of such notice) and may assign all of its interests under assignment, the Credit Documents Replacement Lender and/or Borrower shall pay to such Lending OfficeTerminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans and Funded LC Disbursements of the Terminated Lender, and (B) an amount equal to all accrued, but theretofore unpaid, fees owing to such Terminated Lender pursuant to Section 2.2; (ii) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.3.4 or 2.5; provided that no premium on such designation and assignment do not amounts shall be required to be paid; (iii) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such designation assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; and (iv) no Event of Default shall have occurred and assignment increase be continuing at the reasonably foreseeable liability time of Borrower such termination and replacement (other than, in the case of a replacement predicated upon clause (b) above, the Event of Default that is the subject of the vote referred to such Bank or Lender Group Member under Section 2.5.4, 2.7.3, or 2.7.4 or make an interest rate option unavailable pursuant to Section 2.7.2in clause (b) above).

Alternate Office; Minimization of Costs. 2.9.1 2.8.1 To the extent reasonably possible, each Bank and each Related Bank Lender shall designate an alternative Lending Office with respect to its LIBOR Eurodollar Loans and otherwise take any reasonable actions to reduce any liability of Borrower to any Bank or any Related Bank Lender under Section 2.5.42.4.4, 2.7.3 2.6.3 or 2.7.42.6.4, to avoid triggering clause (b)(i) of Section 2.6.1 or to avoid the unavailability of any Type of Loans under Section 2.7.2 2.6.2 so long as (in the case of the designation of an alternative Lending Office) such Bank or such Related BankLender, in its sole discretion, determines that (a) such designation is not disadvantageous to such Bank or such Related Bank Lender and (b) solely with respect to liabilities under Section 2.7.3 or 2.7.4, that such actions would eliminate or reduce any a material liability to such liabilityLender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any such Bank or such Related Bank Lender in connection with any such designation or actions. Each CP Conduit shall at all times maintain a Lending Office located in the United States with respect actions within 10 Business Days of demand thereof to its LIBOR LoansBorrower. 2.9.2 2.8.2 If and with respect to each occasion that a Bank or a Lender Group Member either (a) makes a demand for compensation pursuant to Section 2.5.42.4.4, 2.7.3 2.6.3 or 2.7.4 2.6.4, (b) has notified Administrative Agent of a circumstance under clause (b)(i) of Section 2.6.1 or (c) is unable for a period of three consecutive months to fund LIBOR Eurodollar Loans pursuant to Section 2.7.2 or such Bank 2.6.2 or such Lender Group Member wrongfully fails to fund is a Loan, Defaulting Lender then Borrower may, upon at least five Banking Business Days' ’ prior irrevocable written notice to each of such Bank Lender and Administrative Agent or such Lender Group Member and the applicable Lender Group Agent, as the case may be, in whole permanently replace the Loans and Loan Commitments of such Bank or the applicable Lender GroupLender; provided provided, that Borrower shall replace such Loans and Loan Commitments of such Lender with the Loans and Loan Commitments of a commercial bank reasonably satisfactory to Administrative Agent, and with respect to the Working Capital/Project LC Commitment and the DSR LC Commitment, Borrower shall replace such Commitments with the Commitments of a Bank that is rated at least Baa3 by Xxxxx'x and at least BBB- by S&P. . Such replacement Bank Lender shall upon the effective date of replacement purchase the Obligations owed to such replaced Bank Lender for the aggregate amount thereof and shall thereupon for all purposes become a "Bank" “Lender” hereunder. Such notice from Borrower shall specify an effective date for the replacement of such Bank's or such Lender Group's Lender’s Loans and Loan Commitments, which date shall not be later than the tenth 14th day after the day such notice is given. On the effective date of any replacement of such Bank's or such Lender Group's Lender’s Loans and Loan Commitments pursuant to this Section 2.9.22.8.2, Borrower shall pay to Administrative Agent for the account of such Bank or such Lender Group (a) any fees due to such Bank or such Lender Group to the date of such replacement, (b) the principal of and accrued interest on the principal amount of outstanding Loans and Reimbursement Obligations held by such Bank and on outstanding Construction Loans held by such Lender Group to the date of such replacementreplacement (such amount to be represented and funded by the purchase of the Obligations of such replaced Lender by the replacing Lender and not as a prepayment of such Loans), and (c) the amount or amounts requested by such Bank or due to such Lender Group Member in such Lender Group pursuant to each of Sections 2.5.42.4.4, 2.7.3 and 2.7.42.6.3 or 2.6.4, as applicable, and (d) any other amount then payable hereunder to such Bank or such Lender GroupLender. Borrower will remain liable to such replaced Bank or such replaced Lender Group (or any member thereof) for any Liquidation Eurodollar Breakage Costs that such Bank Lender sustains or such Lender Group (or any member thereof) may sustain or incur incurs as a consequence of repayment the purchase of its such Lender’s Loans (unless such Bank or such Lender Group has defaulted on its obligation to fund a Loan hereunder). Upon the effective date of the purchase of any Bank's Lender’s Loans and Reimbursement Obligations owed to such Lender and termination of such Bank's Lender’s Loan Commitments pursuant to this Section 2.9.2, such Bank shall cease to be a Bank hereunder, and upon the effective date of purchase of any Lender Group's Construction Loans and termination of such Lender Group's Construction Loan Commitment pursuant to this Section 2.9.22.8.2, such Lender Group shall cease to be a Lender Group hereunder. No such termination of any such Bank's Lender’s Loan Commitments and the purchase of such Bank's Lender’s Loans and Reimbursement Obligations pursuant to this Section 2.9.2 2.8.2 shall affect (i) any liability or obligation of Borrower or any other Bank or Lender Group to such terminated Bank Lender, or any liability or obligation of such terminated Lender to Borrower or any other Lender, or any obligation under Section 5.10, which accrued on or prior to the date of such termination or (ii) such terminated Bank's Lender’s rights hereunder in respect of any such liability or obligation. No such termination of such Lender Group's Construction Loan Commitment and the purchase of such Lender Group's Construction Loans pursuant to this Section 2.9.2 shall affect (i) any liability or obligation of Borrower or any Bank or Lender Group to such terminated Lender Group which accrued on or prior to the date of such termination or (ii) the rights of such terminated Lender Group (or any member thereof) hereunder in respect of any such liability or obligation. 2.9.3 2.8.3 Upon written notice to Administrative Agent and BorrowerAgent, any Bank or Lender Group Member may designate a Lending Office other than that set forth in Exhibit I hereto (which Exhibit shall be automatically amended without further action the Lending Office most recently designated to give effect to such designation on the date Administrative Agent receives such notice) and may assign all of its interests under the Credit Documents to such Lending Office; provided provided, that such designation and assignment do not at the time of such designation and assignment increase the reasonably foreseeable (a) liability of Borrower to such Bank or Lender Group Member under Section 2.5.42.4.4, 2.7.32.6.3 or 2.6.4, (b) trigger clause (b)(i) of Section 2.6.1 or 2.7.4 or (c) make an interest rate Interest Rate option unavailable pursuant to Section 2.7.22.6.2.