Common use of Removal or Replacement of a Lender Clause in Contracts

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, and (ii) such Lender shall fail to withdraw such notice within three Business Days after Borrower’s request for such withdrawal; or (b)(i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from a Terminated Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17; or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.13, 2.14 or 2.15, 2.16 or 2.17(ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iiiii) such Lender shall fail to withdraw such notice within three five Business Days after Borrower’s request for such withdrawal; or (b)(i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (cb) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders Administrative Agent shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Administrative Agent may (which, in the case of an Increased-Cost Lender, only after receiving written request from Borrower mayto remove such Increased-Cost Lender), by giving written notice to Administrative Agent Borrower and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, Term Loan in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower Terminated Lender shall pay the fees, if any, any fees payable thereunder in connection with any such assignment from a Terminated Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans Term Loan of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8Lender; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.13 or 2.172.14; or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a the Terminated Lender does not comply with the requirements of the immediately preceding sentence fails to execute an Assignment Agreement pursuant to Section 10.6 within one five Business Day Days after receipt by the Terminated Lender of notice of replacement pursuant to this Section 2.16 and presentation to such notice, each Terminated Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to of an Assignment Agreement evidencing an assignment in accordance with pursuant to this Section 10.6 on behalf of a Non-Consenting Lender or 2.16, the Terminated Lender shall be deemed to have executed and any delivered such documentation so executed Assignment Agreement, and upon the execution and delivery of Assignment Agreement by the Replacement Lender and Administrative Agent Agent, shall be effective for purposes of documenting an assignment pursuant to this Section 10.62.16 and Section 10.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, and (ii) such Lender shall fail to withdraw such notice within three Business Days after Borrower’s request for such withdrawal; or (b)(ib) (i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from a Terminated Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17; or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, provided any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Increased Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 2.15 or 2.17, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iiiii) such Lender shall fail to withdraw such notice within three five Business Days after the Borrower’s request for such withdrawal; or (b)(ib) (i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 as a result of which it has become a Defaulting Lender within three five Business Days after the Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)9.02, the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding LoansLoans and its Revolving Commitments, if any, in full to one or more Eligible Assignees assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 9.04 and the Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from a Terminated Lender; provided, that (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, accrued but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.82.12; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.15 or 2.17; 2.17 or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Non‑Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Non‑Consenting Lender; provided, that the Borrower may not make such election with respect to any Terminated Lender that is also the Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or cash collateralized or supported by a backup letter of credit in each case on terms reasonably acceptable to such Terminated Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitment, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, that any rights of such Terminated Lender to indemnification hereunder arising with respect to events occurring prior to such termination shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.69.04. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 9.04 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.69.04.

Removal or Replacement of a Lender. Anything Notwithstanding anything contained herein to the contrary notwithstandingcontrary, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.14, 2.16 2.15 or 2.17, and 2.16; (ii) such Lender shall fail to withdraw such notice within three Business Days after Borrower’s request for such withdrawal; or (b)(ib) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b9.5(b), the consent of the Requisite Lenders or a majority of the applicable class of Lenders or affected Lenders, as the case may be, shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated LenderLender ”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding LoansLoans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 9.6 and the Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Terminated Non-Consenting Lender and the Defaulting Lender shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Lender; provided, provided (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (Aa) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (Bb) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (Cc) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.82.9; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.14(c), 2.16 2.15 or 2.172.16; or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting LenderLender and such assignment (together with any other assignments pursuant to this Section 2.19 or otherwise) will result in the applicable amendment, modification, termination, waiver or consent being approved; provided that the Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or cash collateralized on terms reasonably satisfactory to the applicable Issuing Bank. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, provided any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.12 or 2.13, 2.16 or 2.17(ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iiiii) such Lender shall fail to withdraw such notice within three five Business Days after Borrower’s request for such withdrawal; or (b)(i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (cb) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders Administrative Agent shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Administrative Agent may (which, in the case of an Increased-Cost Lender, only after receiving written request from Borrower mayto remove such Increased-Cost Lender), by giving written notice to Administrative Agent Borrower and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, Term Loan in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower Terminated Lender shall pay the fees, if any, any fees payable thereunder in connection with any such assignment from a Terminated Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans Term Loan of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8Lender; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.172.12; or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. In the event that the Terminated Lender fails to execute an Assignment Agreement pursuant to Section 10.6 within five Business Days after receipt by the Terminated Lender of notice of replacement pursuant to this Section 2.14 and presentation to such Terminated Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.14, the Terminated Lender shall be deemed to have executed and delivered such Assignment Agreement, and upon the execution and delivery of Assignment Agreement by the Replacement Lender and Administrative Agent, shall be effective for purposes of this Section 2.14 and Section 10.6. Upon the prepayment of all amounts owing to any Terminated Lender, if any, Lender such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Increased Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.14, 2.15 or 2.16 or 2.17, and (ii) such Lender shall fail to withdraw such notice within three Business Days after Borrower’s request for such withdrawalin excess of those being generally charged by the other Lenders; or (b)(ib) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b11.5(b), the consent of Agent and Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its their election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 11.6 and, upon such election by Borrower, Agent may execute and deliver such agreements and documentation on behalf of such Terminated Lender (and the execution thereof by Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.6) and the Borrower shall pay the fees, if any, any fees payable thereunder in connection with any such assignment from a Terminated Lenderassignment; provided, that (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2) on the date of such assignment, Borrower shall pay to such Terminated Lender (i) any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.15 or 2.16 or 2.17; or otherwise and (ii) any amounts that would be payable to such Terminated Lender pursuant to Section 2.12(h) as if it were a prepayment (including for purposes Borrower had voluntarily prepaid all outstanding Loans of Section 2.8(c)) such Terminated Lender on such date; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting LenderLender to the extent consent to such matter is still being sought by Borrower at such time. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Increased Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.17, 2.16 or 2.17(ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iiiii) such Lender shall fail to withdraw such notice within three five Business Days after Borrower’s request for such withdrawal; or (b)(i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (cb) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender, Defaulting Lender or Non-Consenting Lender (the a “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent each other Lender and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, Term Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased Cost Lender, or a Terminated Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated 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, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2) on the date of such assignment, Borrower shall pay any amounts already due and payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17; 2.17 or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender and any obligations that survive the Termination Date shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Increased Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iiiii) such Lender shall fail to withdraw such notice within three five Business Days after the Borrower’s request for such withdrawal; or (b)(i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (cb) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)9.1, the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each each, a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 10.6 9.6 (each, a “Replacement Lender”) and the Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased Cost Lender or a Terminated Non-Consenting Lender; providedprovided that, (1A) on the date of such assignment, such Terminated Lender shall have received payment from the Replacement Lender shall pay to Terminated Lender or the Borrower in an amount equal to the sum of (A1) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time Lender and (C2) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2B) in the case of any such assignment resulting from a claim for compensation under Section 2.15(b), 2.16 or 2.17, such assignment will result in a material reduction in such compensation and on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c)2.15, 2.16 or 2.17; or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3C) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In 9.6; provided that each party hereto agrees that an assignment required pursuant to this Section 2.19 may be effected pursuant to an Assignment and Acceptance executed by the event Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such noticeparty thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.69.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.5 or Section 2.6A or 2.6B, 2.16 the circumstances which have caused such Lender to be an Affected Lender or 2.17which entitle such Lender to receive such payments shall remain in effect, and (ii) such Lender shall fail to withdraw such notice within three five (5) Business Days after the Borrower’s 's request for such withdrawal; or (b)(i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”a "TERMINATED LENDER"), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, Loans in full to one or more Eligible Assignees (each a “Replacement Lender”"REPLACEMENT LENDER") in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from 8.1 for a Terminated Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount purchase price equal to the sum outstanding principal amount of (A) an amount equal to the principal of, Loans assigned and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time thereon and (C) an amount equal to all accrued, but accrued and theretofore unpaid fees owing to such Terminated Lender pursuant under Section 2.3 through the date of assignment, to Section 2.8; (2) be paid by the Replacement Lender on the date of such assignment; provided, that on the last day of the next successive Interest Period, the Borrower shall pay any amounts payable to such Terminated Lender to the date of such assignment pursuant to Section 2.15(c), 2.16 Sections 2.5 or 2.17; 2.6 or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in prepayment. Upon the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time completion of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon assignment and the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “"Lender” " for purposes hereof; provided, that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.$1,100,000,000 CREDIT AGREEMENT

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.5, 2.16 2.6A or 2.172.6B, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (ii) such Lender shall fail to withdraw such notice within three five Business Days after the Borrower’s 's request for such withdrawal; or (b)(i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”a "TERMINATED LENDER"), the Borrower may, by giving written notice to the $500,000,000 THREE YEAR CREDIT AGREEMENT Administrative Agent and any such Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, Loans in full to one or more Eligible Assignees (each a “Replacement Lender”"REPLACEMENT LENDER") in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from 8.1 for a Terminated Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount purchase price equal to the sum outstanding principal amount of (A) an amount equal to the principal of, Loans assigned and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time thereon and (C) an amount equal to all accrued, but accrued and theretofore unpaid fees owing to such Terminated Lender pursuant under Section 2.3 through the date of assignment, to Section 2.8; (2) be paid by the Replacement Lender on the date of such assignment; provided that on the last day of the next successive Interest Period, the Borrower shall pay any amounts payable to such Terminated Lender to the date of such assignment pursuant to Section 2.15(c), 2.16 2.5 or 2.17; 2.6 or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in prepayment. Upon the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time completion of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon assignment and the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “"Lender” " for purposes hereof; provided, provided that any rights right of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Increased Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.19, 2.16 2.20 or 2.172.21, and (ii) such Lender shall fail to withdraw such notice within three five Business Days after Borrower’s request for such withdrawal; or (b)(ib) (i) any Lender shall become a Defaulting Lender and continues to be a Defaulting Lender Lender, and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 2.23(b) within three five Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding LoansLoans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased Cost Lender, a Terminated Non-Consenting Lender or a Defaulting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans and L/C Advances of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.82.12 (but, in the case of any Defaulting Lender, subject to Section 2.23(a)(ii)); (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.14(c), 2.16 2.19(c), 2.20 or 2.17; 2.21 or otherwise otherwise, as if it were a prepayment (including for purposes without regard to any pro-rata payment obligation in respect of Section 2.8(cany other Loans)) and ; (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; and (4) in the case of any such assignment resulting from a claim for payment under Section 2.20 or 2.21, or payments required to be made pursuant to Section 2.21, such assignment will result in a reduction of such payments; provided, Borrower may not make such election with respect to any Terminated Lender that is also an L/C Issuer, unless, prior to the effectiveness of such election, Borrower shall have caused the outstanding Letters of Credit issued thereby to be cancelled. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. (a) Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.14, 2.16 2.15 or 2.172.16, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iiiii) such Lender shall fail to withdraw such notice within three five Business Days after Borrower’s request for such withdrawal; or (b)(ib) any Lender shall become and continues to be becomes a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Defaulting Lender (the “Terminated Lender”), Borrower may, may by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause cause, at its sole expense and effort, such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding LoansLoans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 10.06 and Borrower shall pay the fees, if any, any fees payable thereunder in connection with any such assignment from a Terminated Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.14(c), 2.16 2.15 or 2.172.16; or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lenderprepayment. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.610.06. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 10.06 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.610.06. (b) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) Commitment Fees pursuant to Section 2.08 shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender; and (ii) The Commitments and Loans of such Defaulting Lender shall not be included for any purpose in determining whether all Lenders, the Requisite Class Lenders, or the Requisite Lenders, or the Requisite Revolving Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 10.05), provided that this clause (b)(ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of (i) all Lenders or (ii) each Lender affected thereby (and such Defaulting Lender, if affected thereby). (iii) In the event that the Administrative Agent and the Borrower agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Pro Rata Share, whereupon such Lender shall cease to be a Defaulting Lender; provided that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender shall constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Increased Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 2.15 or 2.17, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iiiii) such Lender shall fail to withdraw such notice within three five Business Days after the Borrower’s request for such withdrawal; or (b)(ib) (i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 as a result of which it has become a Defaulting Lender within three five Business Days after the Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)9.02, the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding LoansLoans and its Revolving Commitments, if any, in full to one or more Eligible Assignees assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 9.04 and the Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from a Terminated Lender; provided, that (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, accrued but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.82.12; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.15 or 2.17; 2.17 or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, that the Borrower may not make such election with respect to any Terminated Lender that is also the Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or cash collateralized or supported by a backup letter of credit in each case on terms reasonably acceptable to such Terminated Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitment, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, that any rights of such Terminated Lender to indemnification hereunder arising with respect to events occurring prior to such termination shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.69.04. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 9.04 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.69.04.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Increased Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, and (ii) such Lender shall fail to withdraw such notice within three five Business Days after Borrower’s request for such withdrawal; or (b)(ib) (i) any Lender shall become a Defaulting Lender and continues to be a Defaulting Lender Lender, and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 2.22(b) within three five Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding LoansLoans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased Cost Lender, a Terminated Non-Consenting Lender or a Defaulting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans and L/C Advances of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.82.11 (but, in the case of any Defaulting Lender, subject to Section 2.22(a)(ii)); (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.13(c), 2.16 2.18(c), 2.19 or 2.17; 2.20 or otherwise otherwise, as if it were a prepayment (including for purposes without regard to any pro-rata payment obligation in respect of Section 2.8(cany other Loans)) and ; (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; and (4) in the case of any such assignment resulting from a claim for payment under Section 2.19 or 2.20, or payments required to be made pursuant to Section 2.20, such assignment will result in a reduction of such payments; provided, Borrower may not make such election with respect to any Terminated Lender that is also an L/C Issuer, unless, prior to the effectiveness of such election, Borrower shall have caused the outstanding Letters of Credit issued thereby to be cancelled. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) that any Lender (an “Increased-Cost Lender”) shall give notice to Borrower Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.16, 2.16 2.17 or 2.172.18, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (ii) such Lender shall fail to withdraw such notice within three five Business Days after BorrowerCompany’s request for such withdrawal; or (b)(i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower Company may, with the written consent of the Requisite Lenders, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Term Loans, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower Terminated Lender shall pay the fees, if any, any fees payable thereunder in connection with any such assignment from a Terminated Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated 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, Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; 2.9 and (2) on the date of such assignment, Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.16(c), 2.16 2.17 or 2.17; 2.18 or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lenderprepayment. Upon the prepayment payment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Tax Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.13, 2.16 or 2.17(ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iiiii) such Lender shall fail to withdraw such notice within three five Business Days after Borrower’s request for such withdrawal; or (b)(i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (cb) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Tax Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, Term Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Tax Lender or a Terminated Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated 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, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.172.13; or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, if any, Lender such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one three Business Day Days after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6. Without limiting the rights and indemnities of Administrative Agent provided elsewhere herein, each Lender further agrees that Administrative Agent shall have no liability for executing any documentation contemplated by the preceding sentence whether or not such Non-Consenting Lender or Terminated Lender, as applicable, instructs it to do otherwise or contests that the circumstances giving rise to such provisions exist.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Increased Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.14 or 2.16, 2.16 or 2.17(ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iiiii) such Lender shall fail to withdraw such notice within three five Business Days after the Borrower’s request for such withdrawal; or (b)(ib) (i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 as a result of which it has become a Defaulting Lender within three five Business Days after the Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)9.02, the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding LoansLoans and its Commitments, if any, in full to one or more Eligible Assignees assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 9.04 and the Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from a Terminated Lender; provided, that (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, accrued but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.82.11; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.14 or 2.16 or 2.17; or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, that the Borrower may not make such election with respect to any Terminated Lender that is also the Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or cash collateralized or supported by a backup letter of credit in each case on terms reasonably acceptable to such Terminated Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Commitment, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, that any rights of such Terminated Lender to indemnification hereunder arising with respect to events occurring prior to such termination shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.69.04. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 9.04 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.69.04.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) that (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.20, 2.16 or 2.17(ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iiiii) such Lender shall fail to withdraw such notice within three five Business Days after Borrower’s request for such withdrawal; or (b)(i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the a “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from a Terminated an Increased-Cost Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time Lender and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.172.20; or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lenderprepayment. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything Notwithstanding anything contained herein to the contrary notwithstandingcontrary, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.14, 2.16 2.15 or 2.17, and 2.16; (ii) such Lender shall fail to withdraw such notice within three Business Days after Borrower’s request for such withdrawal; or (b)(ib) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b9.5(b), the consent of the Requisite Lenders or a majority of the applicable class of Lenders or affected Lenders, as the case may be, shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding LoansLoans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 9.6 and the Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Terminated Non-Consenting Lender and the Defaulting Lender shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Lender; provided, provided (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (Aa) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (Bb) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (Cc) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.82.9; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.14(c), 2.16 2.15 or 2.172.16; or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting LenderLender and such assignment (together with any other assignments pursuant to this Section 2.19 or otherwise) will result in the applicable amendment, modification, termination, waiver or consent being approved; provided that the Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or cash collateralized on terms reasonably satisfactory to the applicable Issuing Bank. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, provided any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, and except during the occurrence and continuance of a Default or Event of Default, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or Agent that such Lender is entitled to receive payments under Section 2.153.7 or Section 5.8, 2.16 or 2.17pursuant to Section 3.5 is unable to make LIBOR Loans, the circumstances which have caused such Lender to be unable to make LIBOR Loans or which entitle such Lender to receive such payments shall remain in effect, and (ii) such Lender shall fail to withdraw such notice within three five (5) Business Days after BorrowerBorrower Agent’s request for such withdrawal; or (b)(ib) any Lender shall become and continues to be is a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)15.1.1, the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower Agent may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 13.3 and Borrower Terminated Lender shall pay the fees, if any, any fees payable thereunder in connection with any such assignment from a Terminated Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated LenderLender (and, other than as specified in clause (B2) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lenderbelow, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8no premium shall be payable in connection therewith); (2) on the date of such assignment, Borrower Agent shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17; 3.5 or otherwise as if it were a prepayment (including and Borrower Agent shall reimburse the Terminated Lender for purposes of any fees paid by such Terminated Lender pursuant to Section 2.8(c)) 13.3 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower the Borrowers that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.14(b), 2.16 2.15 or 2.172.16, (b) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iic) such Lender shall fail to withdraw such notice within three five Business Days after Borrower’s the Borrowers’ request for such withdrawal; or (b)(i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower the Borrowers may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 10.04 and Borrower the Borrowers shall pay the fees, if any, any reasonable fees payable thereunder in connection with any such assignment from a Terminated Lenderassignment; provided, provided that (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8Sections 2.07 and 2.12 (including the Prepayment Premium and the Exit Fee); and (2) on the date of such assignment, Borrower the Borrowers shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.14(c), 2.15 or 2.16 or 2.17; or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lenderprepayment. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, provided that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or the Borrowers that such Lender is entitled to receive payments under Section 2.152.15 or 2.16, 2.16 or 2.17(b) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iic) such Lender shall fail to withdraw such notice within three five Business Days after Borrower’s the Borrowers’ request for such withdrawal; or (b)(i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower the Borrowers may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 10.04 and Borrower the Borrowers shall pay the fees, if any, any reasonable fees payable thereunder in connection with any such assignment from a Terminated Lenderassignment; provided, provided that (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8Sections 2.07 and 2.12 (including the Yield Maintenance Premium or applicable portion thereof); and (2) on the date of such assignment, Borrower the Borrowers shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.15 or 2.16 or 2.17; or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lenderprepayment. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, provided that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased"INCREASED-Cost Lender”COST LENDER") shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iiiii) such Lender shall fail to withdraw such notice within three five Business Days after Borrower’s 's request for such withdrawal; or (b)(i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (cb) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non"NON-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting LenderCONSENTING LENDER") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”"TERMINATED LENDER"), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”"REPLACEMENT LENDER") in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from a Terminated Lender10.6; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17; 2.17 or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) prepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “"Lender” " for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Increased Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or Company that such Lender is entitled to receive payments under Section 2.13, 2.14 or 2.15, 2.16 or 2.17(ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iiiii) such Lender shall fail to withdraw such notice within three five Business Days after BorrowerCompany’s request for such withdrawal; or (b)(i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (cb) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower Company shall pay the fees, if any, any fees payable thereunder in connection with any such assignment from a Terminated Lenderassignment; provided, , (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8Lender; (2) on the date of such assignment, Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c)2.13, 2.16 2.14 or 2.172.15; or otherwise as if it were a prepayment (including for purposes of pursuant to Section 2.8(c)) 2.9 and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, 2.18 or 2.19, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (ii) such Lender shall fail to withdraw such notice within three five (5) Business Days after the Borrower’s request for such withdrawal; or (b)(i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), the Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower Terminated Lender shall pay the fees, if any, any fees payable thereunder in connection with any such assignment from a Terminated Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.82.9; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.17(c), 2.16 2.18 or 2.17; 2.19 or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) prepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein Notwithstanding anything to the contrary notwithstandingherein, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give written notice to Borrower that such Lender is an Affected affected Lender or that such Lender is entitled to receive payments under Section 2.152.12 or 2.13, 2.16 (ii) the circumstances which have caused such Lender to be an affected Lender or 2.17which entitle such Lender to receive such payments shall remain in effect, and (iiiii) such Lender shall fail to withdraw such notice within three five Business Days after Borrower’s request for such withdrawal; or (b)(ib) (i) any Lender shall become and continues to be a Defaulting Lender Lender, and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 2.15(b) within three five Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Lender or Defaulting Lender or Non-Consenting Lender (the each a “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding LoansLoans and its Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 9.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Terminated Defaulting Lender; provided, provided that (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.82.10; and (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 Sections 2.10(c) or 2.17; 2.12 or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lenderprepayment. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, provided that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.69.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.69.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) that any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.8 or 2.9, 2.16 if the circumstances which have caused such Lender to be an Affected Lender or 2.17which entitle such Lender to receive such payments shall remain in effect, and (ii) such Lender shall fail to withdraw such notice within three five (5) Business Days after Borrower’s receipt by such Lender of a written request for such withdrawal; or (b)(i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure withdrawal from the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, Loan in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 8.1 for a purchase price equal to the outstanding principal amount of the Loan assigned and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from a Terminated Lender; provided, (1) on accrued interest thereon through the date of assignment, to be paid by the Replacement Lender; provided that concurrently with such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender to the date of such assignment pursuant to Section 2.15(c), 2.16 Sections 2.8 or 2.17; 2.9 or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in prepayment. Upon the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time completion of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon assignment and the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.a

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, and except during the occurrence and continuance of a Default or Event of Default, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or Agent that such Lender is entitled to receive payments under Section 2.153.7 or Section 5.8, 2.16 or 2.17pursuant to Section 3.5 is unable to make LIBOR Loans, the circumstances which have caused such Lender to be unable to make LIBOR Loans or which entitle such Lender to receive such payments shall remain in effect, and (ii) such Lender shall fail to withdraw such notice within three five (5) Business Days after Borrower’s Borrower Agent's request for such withdrawal; or (b)(ib) any Lender shall become and continues to be is a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)15.1.1, the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower Agent may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 13.3 and Borrower Terminated Lender shall pay the fees, if any, any fees payable thereunder in connection with any such assignment from a Terminated Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated LenderLender (and, other than as specified in clause (B2) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lenderbelow, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8no premium shall be payable in connection therewith); (2) on the date of such assignment, Borrower Agent shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17; 3.5 or otherwise as if it were a prepayment (including and Borrower Agent shall reimburse the Terminated Lender for purposes of any fees paid by such Terminated Lender pursuant to Section 2.8(c)) 13.3 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased"INCREASED-Cost Lender”COST LENDER") shall give notice to Borrower Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.16, 2.16 2.17 or 2.172.18, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such SECOND LIEN CREDIT AGREEMENT EXECUTION 41 payments shall remain in effect, and (iiiii) such Lender shall fail to withdraw such notice within three five Business Days after Borrower’s Company's request for such withdrawal; or (b)(i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (cb) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non"NON-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting LenderCONSENTING LENDER") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”"TERMINATED LENDER"), Borrower Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”"REPLACEMENT LENDER") in accordance with the provisions of Section 10.6 and Borrower Terminated Lender shall pay the fees, if any, any fees payable thereunder in connection with any such assignment from a Terminated Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.82.10; (2) on the date of such assignment, Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.16(c), 2.16 2.17 or 2.172.18; or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “"Lender” " for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. (a) Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.14, 2.16 2.15 or 2.172.16, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iiiii) such Lender shall fail to withdraw such notice within three five Business Days after Borrower’s request for such withdrawal; or (b)(ib) any Lender shall become and continues to be becomes a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Defaulting Lender (the “Terminated Lender”), Borrower may, may by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause cause, at its sole expense and effort, such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding LoansLoans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 10.06 and Borrower shall pay the fees, if any, any fees payable thereunder in connection with any such assignment from a Terminated Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.14(c), 2.16 2.15 or 2.172.16; or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lenderprepayment. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.610.06. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 10.06 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.610.06. (b) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) Commitment Fees pursuant to Section 2.08 shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender; and (ii) The Commitments and Loans of such Defaulting Lender shall not be included for any purpose in determining whether all Lenders, the Requisite Class Lenders, or the Requisite Lenders, or the Requisite Revolving Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 10.05), provided that this clause (b)(ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of (i) all Lenders or (ii) each Lender affected thereby (and such Defaulting Lender, if affected thereby). (iii) In the event that the Administrative Agent and the Borrower agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Pro Rata Share, whereupon such Lender shall cease to be a Defaulting Lender; provided that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Xxxxxx was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender shall constitute a waiver or release of any claim of any party hereunder arising from that Xxxxxx having been a Defaulting Lender.

Removal or Replacement of a Lender. Anything Notwithstanding anything contained herein to the contrary notwithstandingcontrary, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.14, 2.16 2.15 or 2.17, and 2.16; (ii) such Lender shall fail to withdraw such notice within three Business Days after Borrower’s request for such withdrawal; or (b)(ib) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b9.5(b), the consent of the Requisite Lenders or a majority of the applicable class of Lenders or affected Lenders, as the case may be, shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding LoansLoans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 9.6 and the Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Terminated Non-Consenting Lender and the Defaulting Lender shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Lender; provided, provided (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (Aa) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (Bb) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17; or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.such

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) that any Lender (an “"Increased-Cost Lender”") shall give notice to Borrower the Borrowers that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, 2.18 or 2.19, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (ii) such Lender shall fail to withdraw such notice within three five Business Days after Borrower’s Borrowers' request for such withdrawal; or (b)(i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; withdrawal then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower Borrowers may, by giving written notice to Administrative Agent and any Terminated Increased-Cost Lender of its their election to do so, elect to cause such Terminated Increased-Cost Lender (and such Terminated Increased-Cost Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, in full Loans to one or more Eligible Assignees (each a “"Replacement Lender”") in accordance with the provisions of Section 10.6 and Borrower Increased Cost Lender shall pay the fees, if any, any fees payable thereunder in connection with any such assignment from a Terminated Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Increased-Cost Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Increased-Cost Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2) on the date of such assignment, Borrower the Borrowers shall pay any amounts payable to such Terminated Increased-Cost Lender pursuant to Section 2.15(c2.17(c), 2.16 2.18 or 2.17; 2.19 or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lenderprepayment. Upon the prepayment of all amounts owing to any Terminated Increased-Cost Lender, if any, such Terminated Increased-Cost Lender shall no longer constitute a “"Lender” " for purposes hereof; provided, any rights of such Terminated Increased-Cost Lender to indemnification hereunder shall survive as to such Terminated Increased-Cost Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. (a) Anything contained herein in this Agreement to the contrary notwithstanding, in the event that: (a): (i1) any Lender (an “"Increased-Cost Lender”") shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.154.5, 2.16 or 2.17(2) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (ii3) such Lender shall fail to withdraw such notice within three ten Business Days after Borrower’s 's request for such withdrawal; or or (b)(iii) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to and in each such Increased-case, Borrower shall have the right, at its option, to remove or replace the applicable Increased- Cost Lender, Defaulting Lender or Non-Consenting Defaulting Lender (the “"Terminated Lender”), ") to the extent permitted by this Section 4.7. (b) Borrower may, by giving written notice to Administrative the Agent and any Terminated Lender: (i) elect to (a) terminate the Commitment, if any, of such Terminated Lender upon receipt by such Terminated Lender of its such notice and (b) prepay on the date of such termination any outstanding Loans made by such Terminated Lender, at par, together with accrued and unpaid interest thereon and any other amounts payable to such Terminated Lender hereunder pursuant to Section 4.5 or otherwise; PROVIDED that, in the event such Terminated Lender has any Loans outstanding at the time of such termination, the written consent of Agent and Required Lenders (which consent shall not be unreasonably withheld or delayed) shall be required in order for Borrower to make the election to do so, set forth in this clause (i); or (ii) elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, at par, and its Commitment, if any, in full to one or more Eligible Assignees (each a “"Replacement Lender”") in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from a Terminated Lender; provided, 13.3 (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings it being understood that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to neither Agent nor such Terminated Lender pursuant shall have any obligation to Section 2.8solicit or otherwise identify any potential Replacement Lender); (2) PROVIDED that, on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17; 4.5 or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) prepayment; and (3) in the event PROVIDED, FURTHER that, if such Terminated Lender is a Non-Consenting Lender, each fails to enter into an Assignment Agreement with any applicable Replacement Lender in accordance with the provisions of Section 13.3 as contemplated by the foregoing provisions of this Section 4.8, it shall consentbe deemed to have so entered into such Assignment Agreement; PROVIDED that Borrower may not make either of the elections set forth in clauses (i) or (ii) above with respect to any Terminated Lender that has issued any Facility Letter of Credit unless, at prior to the time effectiveness of such assignmentelection, to Borrower shall have caused each matter in respect outstanding Facility Letter of which Credit issued by such Terminated Lender was a Non-Consenting Lender. to be cancelled or replaced. (c) Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender's Commitment, if any, pursuant to clause (i) of Section 4.7(b), (i) this Agreement shall be deemed modified to reflect any corresponding changes in the Commitments and (ii) such Terminated Lender shall no longer constitute a “"Lender” " for purposes hereofof this Agreement; provided, PROVIDED that any rights of such Terminated Lender to indemnification hereunder under this Agreement shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained Under any circumstances set forth herein providing that Thomson shall have the right to replace a Lender as a party to this Agreement (or if any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by Thomson that requires the consent of a percentage of the Lenders other than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders, all of its interests, rights and obligations with respect to the contrary notwithstandingLoans or Commitments that is the subject of the related consent, in the event that: (aamendment, waiver or other modification) (i) any Lender (an “Increased-Cost Lender”) shall give , Thomson, upon notice to Borrower that such Lender is an Affected Lender or that and the Administrative Agents, replace such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, and (ii) by causing such Lender shall fail to withdraw such notice within three Business Days after Borrower’s request for such withdrawal; or (b)(i) any Lender shall become assign all of its interests, rights and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lenderobligations, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, in full 9.09 to one or more other Non-Canadian Lenders or Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from a Terminated Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17; or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf case of a Non-Consenting Canadian Lender) or a Canadian Lender or Terminated Canadian Lender Eligible Assignee (in the case of Canadian Lender) procured by Thomson, respectively. The assignee shall pay in full all principal, interest, fees and other amounts owing to such Lender through the date of replacement (including any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment amounts payable pursuant to Section 10.62.10), and the Borrowers shall release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender’s Commitment and outstanding Loans. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.18.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Increased Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or Company that such Lender is entitled to receive payments under Section 2.13, 2.14 or 2.15, 2.16 or 2.17(ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iiiii) such Lender shall fail to withdraw such notice within three five Business Days after BorrowerCompany’s request for such withdrawal; or (b)(i) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 within three Business Days after Borrower’s request that it cure such default; or (cb) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower Company shall pay the fees, if any, any fees payable thereunder in connection with any such assignment from a Terminated Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8Lender; (2) on the date of such assignment, Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c)2.13, 2.16 2.14 or 2.172.15; or otherwise as if it were a prepayment (including for purposes of pursuant to Section 2.8(c)) 2.9 and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Increased Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 2.15 or 2.17, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iiiii) such Lender shall fail to withdraw such notice within three five Business Days after the Borrower’s request for such withdrawal; or (b)(ib) any Lender shall become and continues to be a Defaulting Lender and (ii) if a Funding Defaulting Lender, such Defaulting Lender shall fail to cure the default pursuant to Section 2.19 as a result of which it has become a Defaulting Lender within three 5 Business Days after the Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)9.02, the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”; it being understood and agreed that in no event shall any Lender that does not agree to an Extension pursuant to Section 2.22 be deemed a Non-Consenting Lender) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding LoansLoans and its Revolving Commitments, if any, in full to one or more Eligible Assignees assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 9.04 and the Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from a Terminated Lender; provided, that (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, accrued but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.82.12; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.15 or 2.17; 2.17 or otherwise as if it were a prepayment (including for purposes of Section 2.8(c)) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Non- Consenting Lender; provided, that the Borrower may not make such election with respect to any Terminated Lender that is also the Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or cash collateralized or supported by a backup letter of credit in each case on terms reasonably acceptable to such Terminated Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitment, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, that any rights of such Terminated Lender to indemnification hereunder arising with respect to events occurring prior to such termination shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.69.04. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one 1 Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 9.04 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.69.04.