Common use of Replacement Lender Clause in Contracts

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement Lender (“Replacement Lender”) for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement If any Lender (“Replacement Lender”) for a Lender seeking payment or requests compensation under Sections 3.6Section 2.10, 3.7or if the Borrower or any Guarantor is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12 and, 3.9 in each case, such Lender has declined or 5.10 of this Agreement (is unable to designate a different lending office in accordance with Section 2.13(a), or that if any Lender is a Defaulting Lender (any such or a Non-Consenting Lender, an “Affected then the Borrower may, at its sole expense and effort (and in the case of a Defaulting Lender”)), which Replacement the Administrative Agent may) upon notice to such Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Administrative Agent, require such Lender that will purchase all outstanding Obligations owed to such Affected Lender assign and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitmentdelegate, without recourse, to such Replacement Lender recourse (in accordance with and subject to the provisions restrictions contained in, and consents required by, Section 9.7), all of its interests, rights (other than its existing rights to payments pursuant to Section 13.32.10 or Section 2.12) and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) as to assignments required by the Borrower, (a) the Borrower Agent and Issuing Bank shall have consented thereto paid to the Administrative Agent the assignment fee (if any) specified in writingSection 9.7, unless such fee has been waived by the Administrative Agent; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its applicable Advances and participations in outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10 or payments required to be made pursuant to Section 2.12, such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, or payments thereafter; (civ) such assignment does not conflict with Applicable Laws applicable Legal Requirement; (v) with respect to a Non-Consenting Lender, the proposed amendment, modification, waiver, consent or regulationsrelease with respect to this Agreement or any other Credit Document has been approved by the Majority Lenders and such agreement, amendment, waiver, consent or release can be effected as a result of such assignment (dand, if applicable, one or more other assignments) contemplated by this Section; and (ivi) Borrowers or the Replacement if such Lender have reimbursed is being replaced solely as a result of it being a Defaulting Lender, then such Affected Lender for may only be replaced in its capacity as a Revolving Lender and, if it has any administrative fee payable by such Affected unused CapEx Commitment, in its capacity as a CapEx Lender to Agent pursuant to Section 13.3 and (ii) but, in any case where such replacement occurs event, if its CapEx Commitment is fully funded, then not in its capacity as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible AssigneeCapEx Lender. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected A Lender shall not be required to make any such assignment and or delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Noticeprior thereto, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling the Borrower or the Administrative Agent to require such assignment and delegation cease to apply. Nothing in Solely for purposes of effecting any assignment involving a Defaulting Lender under this Section 3.11 shall limit or impair (A) any rights that any Borrower or 2.13 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent may have against any as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender that to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender is a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. In lieu of the Borrower or (B) Agentthe Administrative Agent replacing a Defaulting Lender as provided in this Section 2.13, the Borrower may terminate such Defaulting Lender’s rights to replace a Lender applicable Commitment as provided in accordance with Section 13.42.1(c)(iii).

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement If any Lender (“Replacement Lender”) for a Lender seeking payment or requests compensation under Sections 3.6Section 2.12 or notifies the Borrower of its inability to make, 3.7maintain, 3.9 or 5.10 fund any Eurodollar Rate Advances pursuant to Section 2.10, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of this Agreement (any Lender pursuant to Section 2.14 and, in each case, such Lender has declined or that is unable to designate a different lending office in accordance with Section 2.15(a), or if any Lender is a Defaulting Lender (any such or a Non-Consenting Lender, an “Affected then the Borrower may, at its sole expense and effort (and in the case of a Defaulting Lender”)), which Replacement the Administrative Agent may) upon notice to such Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Administrative Agent, require such Lender that will purchase all outstanding Obligations owed to such Affected Lender assign and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitmentdelegate, without recourse, to such Replacement Lender recourse (in accordance with and subject to the provisions restrictions contained in, and consents required by, Section 9.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 13.32.12 or Section 2.14) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) As to assignments required by the Borrower, (a) the Borrower Agent and Issuing Bank shall have consented thereto paid to the Administrative Agent the assignment fee (if any) specified in writingSection 9.07, unless such fee has been waived by the Administrative Agent; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its applicable Advances and participations in Letter of Credit Obligations, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.11) from the assignee (to the extent of such outstanding principal and accrued but unpaid interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or such Lender’s inability to make, maintain or fund Eurodollar Rate Advances pursuant to Section 2.10 or payments required to be made pursuant to Section 2.14, such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, or payments thereafter; (civ) such assignment does not conflict with Applicable Laws any applicable Legal Requirement; and (v) with respect to a Non-Consenting Lender, the proposed amendment, modification, waiver, consent or regulationsrelease with respect to this Agreement or any other Loan Document has been approved by the Required Lenders or Majority Lenders, (d) (i) Borrowers as applicable, and such agreement, amendment, waiver, consent or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs release can be effected as the a result of a demand for payment of certain costs such assignment (and, if applicable, one or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assigneemore other assignments) contemplated by this Section. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected A Lender shall not be required to make any such assignment and or delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Noticeprior thereto, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling the Borrower or the Administrative Agent to require such assignment and delegation cease to apply. Nothing in Solely for purposes of effecting any assignment involving a Defaulting Lender or Non-Consenting Lender under this Section 3.11 shall limit or impair (A) any rights that any Borrower or 2.15 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent may have against any as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender that to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender is a Defaulting Lender or (B) Agent’s rights to replace a Non-Consenting Lender in accordance with Section 13.4and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement If any Lender (“Replacement Lender”) for a Lender seeking payment or requests compensation under Sections 3.6Section 2.10, 3.7or if the Borrower or any Guarantor is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12 and, 3.9 in each case, such Lender has declined or 5.10 of this Agreement (is unable to designate a different lending office in accordance with Section 2.13(a), or that if any Lender is a Defaulting Lender (any such or a Non-Consenting Lender, an “Affected then the Borrower may, at its sole expense and effort (and in the case of a Defaulting Lender”)), which Replacement the Administrative Agent may) upon notice to such Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Administrative Agent, require such Lender that will purchase all outstanding Obligations owed to such Affected Lender assign and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitmentdelegate, without recourse, to such Replacement Lender recourse (in accordance with and subject to the provisions restrictions contained in, and consents required by, Section 9.7), all of its interests, rights (other than its existing rights to payments pursuant to Section 13.32.10 or Section 2.12) and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) as to assignments required by the Borrower, (a) the Borrower Agent and Issuing Bank shall have consented thereto paid to the Administrative Agent the assignment fee (if any) specified in writingSection 9.7, unless such fee has been waived by the Administrative Agent; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its applicable Advances and participations in outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10 or payments required to be made pursuant to Section 2.12, such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, or payments thereafter; (civ) such assignment does not conflict with Applicable Laws applicable Legal Requirement; (v) with respect to a Non-Consenting Lender, the proposed amendment, modification, waiver, consent or regulationsrelease with respect to this Agreement or any other Credit Document has been approved by the Majority Lenders and such agreement, amendment, waiver, consent or release can be effected as a result of such assignment (dand, if applicable, one or more other assignments) contemplated by this Section; and (ivi) Borrowers or the Replacement if such Lender have reimbursed is being replaced solely as a result of it being a Defaulting Lender, then such Affected Lender for may only be replaced in its capacity as a Revolving Lender and, if it has any administrative fee payable by such Affected unused Term Commitment, in its capacity as a Term Lender to Agent pursuant to Section 13.3 and (ii) but, in any case where such replacement occurs event, if its Term Commitment is fully funded, then not in its capacity as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible AssigneeTerm Lender. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected A Lender shall not be required to make any such assignment and or delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Noticeprior thereto, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling the Borrower or the Administrative Agent to require such assignment and delegation cease to apply. Nothing in Solely for purposes of effecting any assignment involving a Defaulting Lender under this Section 3.11 shall limit or impair (A) any rights that any Borrower or 2.13 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent may have against any as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender that to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender is a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. In lieu of the Borrower or (B) Agentthe Administrative Agent replacing a Defaulting Lender as provided in this Section 2.13, the Borrower may terminate such Defaulting Lender’s rights to replace a Lender applicable Commitment as provided in accordance with Section 13.42.1(c)(iii).

Replacement Lender. Notwithstanding anything to the contrary contained herein or in any other Credit Document, upon the occurrence of any event that obligates the Borrower Agent may obtainto pay any amount under Section 2.8 with respect to any Lender, at Borrowers’ expensethe Borrower shall have the right, a replacement if no Default or Unmatured Default then exists or will exist immediately after giving effect to the respective replacement, to replace such Lender (the “Replaced Lender”) by designating another Lender or an eligible assignee under Section 9.2 (such Lender or eligible assignee being herein called a “Replacement Lender”) for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Replaced Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receiveassign, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.49.2 and without recourse to or warranty by, or expense to, such Replaced Lender, all of the rights and obligations of such Replaced Lender hereunder and, upon such assignment, such Replaced Lender shall no longer be a party hereto or have any rights hereunder (except for such rights as survive repayment of the Loans), and such Replacement Lender shall succeed to the rights and obligations of such Replaced Lender hereunder. The Borrower shall pay to such Replaced Lender in same day funds on the date of replacement all interest, fees and other amounts then due and owing such Replaced Lender by the Borrower hereunder to and including the date of replacement, including, without limitation, costs incurred under Section 2.8. Notwithstanding anything to the contrary set forth herein or implied above, no Lender shall be obligated hereunder to become a Replacement Lender.

Replacement Lender. If (a) Borrower receives notice from any Lender requesting increased costs or additional amounts under Sections 2.15 or 2.16, (b) any Lender is affected in the manner described in Section 2.13 or 2.14 or (c) a Lender becomes a Defaulting Lender, then in each case, Borrower shall have the right, as long as no Event of Default shall have occurred and be continuing and unless, in the case of clause (a) above, such Lender has removed or cured the conditions which resulted in the obligation to pay such increased costs or additional amounts or agreed to waive and otherwise forego any right it may have to any payments provided for under any such provision in respect of such conditions, to replace in its entirety such Lender (the “Replaced Lender”) upon prior written notice to Administrative Agent may obtainand such Replaced Lender, at Borrowers’ expensewith one or more other Lenders or Eligible Assignee(s) (each, a replacement Lender (“Replacement Lender”) for a reasonably acceptable to Administrative Agent; provided, however, that, at the time of any replacement pursuant to this Section 2.19, the Replaced Lender seeking payment or compensation and the Replacement Lender shall enter into (each Lender hereby unconditionally agreeing to enter into) an Assignment and Acceptance (appropriately completed), pursuant to which (i) the Replacement Lender shall acquire all of the Commitment Percentage and outstanding Advances of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the principal of, and all accrued but unpaid interest on, all outstanding Advances of the Replaced Lender; and (ii) Borrower shall pay to the Replaced Lender any other amounts payable to the Replaced Lender under Sections 3.6, 3.7, 3.9 or 5.10 of this Agreement (including amounts payable under Sections 2.13, 2.14, 2.15 or that is a Defaulting Lender (any 2.16 which have accrued to the date of such Lender, an “Affected Lender”replacement). Upon the execution of the Assignment and Acceptance(s), which the payment to Administrative Agent of an administrative fee for processing such assignment in the amount of $3,500 and the delivery to the Replacement Lender of a Note executed by Borrower, the Replacement Lender shall be reasonably satisfactory to Agent automatically become a Lender hereunder and the Issuing Bank. In the event Borrower Agent obtains Replaced Lender shall cease to be a Replacement Lender that will purchase all outstanding Obligations owed hereunder, except with respect to any indemnification provisions under this Agreement, each of which shall survive as to such Affected Lender Replaced Lender. It is understood and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected agreed that if any Replaced Lender shall sell fail to enter into an Assignment and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender Acceptance in accordance with the provisions of Section 13.3; provided thatforegoing, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender it shall be deemed to have entered into such an Eligible Assignee. Such Affected Assignment and Acceptance and each Lender shall be entitled hereby irrevocably designates Administrative Agent as its attorney-in-fact, coupled with an interest, to receive, in cash, concurrently with execute such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment Assignment and delegation if, Acceptance on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4its behalf.

Replacement Lender. (a) If at any time the Borrower Agent may obtainbecomes obliged to prepay any amount in accordance with Section 2.9 or pay any compensation under Section 2.10 to any Lender, then the Borrower shall have the right, at Borrowers’ expenseits sole expense and effort and provided that no Default or Event of Default then exists or would exist after giving effect to such replacement, on ten (10) Business Days prior written notice to the Administrative Agent and such Lender, to replace such Lender by requiring such Lender to (and such Lender shall) assign and delegate, without recourse, pursuant to Section 10.13 all (and not part only) of its rights and obligations under this Agreement to a replacement Lender or another bank or financial institution (a “Replacement Lender”) selected by the Borrower for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 purchase price in cash payable at the time of this Agreement (or that is a Defaulting Lender (any assignment equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest, an “Affected Lender”))fees, which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender other amounts payable in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented relation thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignmentFinancing Documents. An Affected A Lender shall not be required to make any such assignment and or delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Noticeprior thereto, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling the Borrower Agent to require such assignment and delegation cease to apply. Nothing in . (b) The replacement of a Lender pursuant to this Section 3.11 2.13 shall limit or impair be subject to the following conditions: (Ai) all obligations of the Borrower then owing to the replaced Lender (other than those specifically described in paragraph (a) above in respect of which the assignment purchase price has been paid but including all amounts, if any, owing under any rights that any Financing Document) to be paid in full to such replaced Lender concurrently with such replacement; (ii) the Borrower or Agent may shall have against any Lender that is a Defaulting Lender or (B) Agent’s rights no right to replace the Administrative Agent or Security Agent; (iii) neither the Administrative Agent nor the Lender shall have any obligation to the Borrower to find a Replacement Lender; and (iv) in no event shall the Lender in accordance replaced under this Section 2.13 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Financing Documents. (c) The Replacement Lender shall enter into the Assignment and Acceptance pursuant to Section 10.13 pursuant to which the Replacement Lender shall acquire all of the Available Loan Commitments and outstanding Loans of the replaced Lender. Upon receipt by the replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and is authorized (which authorization is coupled with an interest) to execute the Assignment and Acceptance on behalf of such replaced Lender and any such Assignment and Acceptance so executed by the Administrative Agent, and the Replacement Lender shall be effective for purposes of this Section 13.42.13 and Section 10.

Replacement Lender. (a) If at any time, the Borrower Agent may obtainbecomes obliged to prepay any amount in accordance with Section 2.9 or pay any compensation under Section 2.10 to any Lender, then the Borrower shall have the right, at Borrowers’ expenseits sole expense and effort and provided that no Default or Event of Default then exists or would exist after giving effect to such replacement, on twenty (20) Business Days prior written notice to the Administrative Agent and such Lender, to replace such Lender by requiring such Lender to (and such Lender shall) assign and delegate, without recourse, pursuant to Section 10.13 all (and not part only) of its rights and obligations under this Agreement to a replacement Lender or another bank or financial institution (a “Replacement Lender”) selected by the Borrower for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 purchase price in cash payable at the time of this Agreement (or that is a Defaulting Lender (any assignment equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest, an “Affected Lender”))fees, which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender other amounts payable in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented relation thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignmentFinancing Documents. An Affected A Lender shall not be required to make any such assignment and or delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Noticeprior thereto, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling the Borrower Agent to require such assignment and delegation cease to apply. Nothing in . (b) The replacement of a Lender pursuant to this Section 3.11 2.13 shall limit or impair be subject to the following conditions: (Ai) all obligations of the Borrower then owing to the replaced Lender (other than those specifically described in paragraph (a) above in respect of which the assignment purchase price has been paid but including all amounts, if any, owing under any rights that any Financing Document) which will be paid in full to such replaced Lender concurrently with such replacement, (ii) the Borrower or Agent may shall have against any Lender that is a Defaulting Lender or (B) Agent’s rights no right to replace the Administrative Agent or Security Agent; (iii) neither the Administrative Agent nor the Lender shall have any obligation to the Borrower to find a Replacement Lender, (iv) in no event shall the Lender in accordance replaced under this Section 2.13 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Financing Documents. (c) The Replacement Lender shall enter into the Assignment and Acceptance pursuant to Section 10.13 pursuant to which the Replacement Lender shall acquire all of the Available Loan Commitments and outstanding Loans of the replaced Lender. Upon receipt by the replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and is authorized (which authorization is coupled with an interest) to execute the Assignment and Acceptance on behalf of such replaced Lender and any such Assignment and Acceptance so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 13.42.13 and Section 10.

Replacement Lender. Borrower Agent may obtainNotwithstanding anything to the contrary contained herein or in any other Credit Document, at Borrowers’ expenseupon the occurrence of any event that obligates the Borrowers to pay any amount under Section 2.8 with respect to any Lender, a replacement the Borrowers shall have the right, if no Default or Unmatured Default then exists or will exist immediately after giving effect to the respective replacement, to replace such Lender (the “Replaced Lender”) by designating another Lender or an eligible assignee under Section 9.2 (such Lender or eligible assignee being herein called a “Replacement Lender”) for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Replaced Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receiveassign, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.49.2 and without recourse to or warranty by, or expense to, such Replaced Lender, all of the rights and obligations of such Replaced Lender hereunder and, upon such assignment, such Replaced Lender shall no longer be a party hereto or have any rights hereunder (except for such rights as survive repayment of the Loans), and such Replacement Lender shall succeed to the rights and obligations of such Replaced Lender hereunder. The Borrowers shall pay to such Replaced Lender in same day funds on the date of replacement all interest, fees and other amounts then due and owing such Replaced Lender by the Borrowers hereunder to and including the date of replacement, including, without limitation, costs incurred under Section 2.8. Notwithstanding anything to the contrary set forth herein or implied above, no Lender shall be obligated hereunder to become a Replacement Lender.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement In the event any Lender (“Replacement Lender”a) for a Lender seeking payment seeks additional compensation pursuant to either Section 4.01 or compensation 4.04 or (b) is restricted from making any Eurodollar Rate Loans or providing Eurodollar Rate Segments under Sections 3.6this Agreement, 3.7or (c) fails to approve any amendment, 3.9 waiver or 5.10 consent requested by Borrower pursuant to Section 11.01 that has received the written approval of this Agreement (or that is a Defaulting not less than the Required Lenders but also requires the approval of such Lender (any such Lender, an a “Affected Restricted Lender”)), which Replacement Lender so long as no Default or Event of Default shall have occurred and be reasonably satisfactory to Agent continuing and the Issuing Bank. In Borrower has obtained a commitment (in an amount not less than the event Borrower Agent obtains entire amount of such Restricted Lender’s Revolving Credit Commitment and Pro Rata Term B Share of the Outstanding Amount of the Term Loan B) from one or more Lenders or Eligible Assignees, who does not suffer from the same impairment as the Restricted Lender with respect to matters in (a) or (b) above, to become a Replacement Lender that will purchase for all outstanding Obligations owed purposes hereunder (such Lender referred to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (as the “Replacement NoticeLender”), the Affected Borrower may cause such Restricted Lender shall sell to be replaced by, and to assign all its rights and obligations under this Agreement (including its Revolving Credit Commitment and its Loans) pursuant to Section 11.07 to, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender so long as such Replacement Lender is reasonably acceptable to the Administrative Agent. Such Restricted Lender agrees to execute and to deliver to the Administrative Agent an Assignment and Assumption Agreement with such Replacement Lender as provided in accordance Section 11.07 upon payment at par of all principal, accrued interest, accrued fees and other amounts accrued or owing under this Agreement to such Restricted Lender, and such Replacement Lender shall pay to the Administrative Agent the processing fee required by Section 11.07 in connection with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment. The Restricted Lender making such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receivecompensation for any expenses or other amounts which would be owing to such Restricted Lender pursuant to any indemnification provision hereof (including, if applicable, Section 4.05) as if the Borrower had prepaid the Loans of such Lender (and terminated its Revolving Credit Commitment, if applicable) rather than such Restricted Lender having assigned its interest hereunder. Notwithstanding any foregoing provision of this Section 4.07, the provisions hereof will not apply to any event or occurrence that would otherwise give rise to its application if such event or occurrence, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt reasonable judgment of the Replacement NoticeAdministrative Agent, as is one of general application that affects all or a result majority of a waiver by such Affected Lender or otherwisethe Revolving Lenders, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit Term Loan B Lenders, or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4both.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement Lender (“Replacement Lender”) for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, If (a) Borrower Agent and Issuing Bank shall have consented thereto in writingany Lender has demanded compensation or indemnification pursuant to Section 4.9, 4.12 or 4.13, (b) the obligation of any Lender to make Eurodollar Loans has been suspended pursuant to Section 4.11 or (c) any Lender is a Defaulting Lender, the Borrowers shall have the right, if no Default or Event of Default then exists, to replace such assignment will in fact result in Lender (the "Retiring Lender") with one or more Eligible Assignees (each a reduction in such compensation and payment then payable "Replacement Lender" and, collectively, the "Replacement Lenders") acceptable to the Affected Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 4.15 shall be effective on the tenth Business Day (the "Replacement Date") following the date of notice of such replacement to the Retiring Lender and each other Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Retiring Lender and the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 14.3 (with all fees payable pursuant to Section 14.3 to be paid by the Borrowers) and, in connection therewith, the Replacement Lender(s) shall pay: (ii) to the Retiring Lender an amount equal in the aggregate to the sum of (w) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, (cx) such assignment does not conflict with Applicable Laws or regulationsall unpaid BA Obligations, (dy) all unpaid LOC Obligations, together with all accrued but unpaid interest with respect thereto and (iz) Borrowers or all accrued but unpaid fees owing to the Replacement Retiring Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and 4.5, and (iiiii) in any case where to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement for drawings under Letters of Credit, to the extent such replacement occurs as amount was not theretofore funded by such Retiring Lender; and (iv) the result Borrowers shall have paid to the Administrative Agent for the account of a demand for payment of certain costs or Taxes the Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrowers pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for this Agreement and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, thatother Credit Documents. On the Replacement Date, each Replacement Lender shall be an Eligible Assignee. Such Affected become a Lender hereunder, and the Retiring Lender shall be entitled cease to receiveconstitute a Lender hereunder; provided that the provisions of this Agreement (including, without limitation, the provisions of Sections 4.9, 4.12, 4.13, 4.14 and 14.5) shall continue to govern the rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or participated in, any Bankers' Acceptances issued or participated in cashor any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, concurrently with such assignmentupon the express written consent of the Required Lenders, the Borrowers shall have the right to terminate the Commitment of a Retiring Lender in full. Upon payment by the Borrowers to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (A) the aggregate principal amount of all Loans, LOC Obligations and BA Obligations held by the Retiring Lender and (B) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts owed payable by the Borrower to it the Retiring Lender under the Loan Documents through the date of assignment. An Affected Sections 4.9, 4.12, 4.13, 4.14 or 14.5, such Retiring Lender shall not be required cease to make any such assignment constitute a Lender hereunder; provided that the provisions of this Agreement (including, without limitation, the provisions of Sections 4.9, 4.12, 4.13, 4.14 and delegation if, on or before sixty (6014.5) days after Agent’s shall continue to govern the rights and the Affected Lender’s receipt of the Replacement Notice, as a result obligations of a waiver Retiring Lender with respect to any Loans made, any Letters of Credit issued or participated in, any Bankers' Acceptances issued or participated in or any other actions taken by such Affected Retiring Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is while it was a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4Lender.

Replacement Lender. Borrower Agent may obtainUnless an Event of Default shall have occurred and be continuing, at Borrowers’ expense, a replacement Lender any time within one hundred eighty (“Replacement Lender”180) for a Lender seeking days after any payment by the Borrower of any amount pursuant to or compensation under by reason of the operation of Sections 3.6, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)5.8(a), which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety 5.8(b), 5.8(c), 5.10, 5.11 (90a) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”or 5.11(c), the Affected Borrower, by writing addressed to the Administrative Agent and each Lender that requested the payment of such amount, may nominate or propose an Eligible Assignee that is willing to become the assignee of the Commitment and other obligations of such Lender (a "Replacement Lender") pursuant to Section 14.10(b), and within fifteen (15) Business Days after receipt of such proposal from the Borrower, each such Lender shall sell execute and assign deliver to the Administrative Agent an Assignment and Acceptance of its Loans, Revolver entire Commitment and Capital Expenditure Loan Commitment, without recourse, to such in favor of the proposed Replacement Lender in accordance with Section 14.10(b) unless, prior to the provisions expiration of such period, the Administrative Agent shall have notified the Borrower and such Lender that the proposed Replacement Lender is not reasonably acceptable to the Administrative Agent; PROVIDED, that in no event will (i) any Lender be required to enter into an Assignment and Acceptance at a price less than par plus accrued interest and prorated fees and other costs due hereunder to the effective date thereof (including any amounts which would be owing to such Lender pursuant to Section 13.3; provided that5.9 if all of its Loans were repaid on such effective date), (aii) either of the Administrative Agent or Lenders be obligated to assist the Borrower Agent and Issuing Bank shall have consented thereto in writing, identifying any Eligible Assignees that are willing to become such a Replacement Lender or (biii) any such assignment will in fact result in a reduction in such compensation and payment then be required if consummation conflicts with any Applicable Law. The assignment fee payable to the Affected Lender, (c) Administrative Agent in connection with any such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii14.10(b) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under for the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt account of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4Borrower.

Replacement Lender. The Borrower has given notice to each Non-Consenting Revolving Credit Lender that, on the First Amendment Effective Date, such Non-Consenting Revolving Credit Lender shall, pursuant to Section 10.13 of the Amended Credit Agreement, promptly execute and deliver to the Administrative Agent may obtaina counterpart of an Assignment and Assumption Agreement to evidence the assignment of its Revolving Credit Commitments and Revolving Credit Loans and deliver to the Administrative Agent any Revolving Credit Note (if Revolving Credit Notes have been issued in respect of such Non-Consenting Revolving Credit Lender’s Revolving Credit Commitments and Revolving Credit Loans) subject to such Assignment and Assumption Agreement; provided, at Borrowers’ expensethat the failure of any such Non-Consenting Revolving Credit Lender to execute an Assignment and Assumption Agreement shall not render such assignment invalid and such assignment shall be recorded in the Register. In accordance therewith, a replacement each Non-Consenting Revolving Credit Lender shall assign its existing Revolving Credit Commitments (and any Revolving Credit Loans and participations in Letters of Credit, in each case in respect thereof) as specified in the applicable Assignment and Assumption Agreement or any other similar document. Pursuant to the applicable Assignment and Assumption Agreement or other similar document, each Non-Consenting Revolving Credit Lender thereby assigns the principal amount of its existing Revolving Credit Commitments (and any Revolving Credit Loans and participations in Letters of Credit, in each case in respect thereof) to Citibank, N.A., as assignee (in such capacity the “Replacement Lender”) for a Lender seeking payment or compensation under Sections 3.6such document, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such solely upon the consent and acceptance by the Replacement Lender, an “Affected Lender”)), which . The Replacement Lender shall be reasonably satisfactory has executed and delivered a signature page to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable this First Amendment on or prior to the Affected First Amendment Effective Date as an Existing Revolving Credit Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4.

Replacement Lender. If at any time: (a) a Borrower Agent may obtainbecomes obligated to pay additional amounts pursuant to clause 11.1 (Gross up) to any Lender; (b) any Lender demands from a Borrower increased costs pursuant to clause 12.1 (Increased Costs); or (c) if any Lender becomes entitled to give written notice in accordance with clause 12.2 (Illegality) as a result of the conditions described in clause 12.2 (Illegality), at Borrowers’ expense(in any such case, a replacement Lender (“Replacement "Relevant Lender”) for a Lender seeking payment or compensation under Sections 3.6"), 3.7then the Borrower may, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such on 10 Business Days' prior written notice to the Facility Agent and the Relevant Lender, an “Affected Lender”)), which Replacement replace the Relevant Lender by causing the Relevant Lender to (and such Lender shall be reasonably satisfactory obligated to) assign or transfer pursuant to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3clause 29.2 (Assignment and Transfers by Lenders) and either clause 29.3 (Assignments by Lenders) or 29.4 (Transfers by Lenders) (as determined by the Relevant Lender) all of its rights and obligations under this agreement to a Lender or other bank or financial institution selected by the Borrower that is acceptable to the Facility Agent for a purchase price equal to the Relevant Lender's participation in the Advances then outstanding together with all interest accrued thereon and all fees and other amounts due to the Relevant Lender under, by reason of or otherwise in respect of this agreement (including pursuant to clause 31.1 (General Indemnity and breakage costs)) and any other Senior Finance Document; provided that, that (i) neither the Facility Agent nor any Lender shall have any obligation to any Borrower to find a replacement Lender or other such bank or financial institution; (ii) such replacement must take place no later than 30 days after the earlier of (A) the date upon which any of the events referred to in clauses (a) Borrower Agent and Issuing Bank shall have consented thereto in writing), (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, or (c) such assignment does not conflict with Applicable Laws or regulationsoccur, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights the date the Relevant Lender shall have notified the relevant Borrower and the Facility Agent of the occurrence of any of the events referred to replace a in clauses (a), (b) or (c); (iii) no Default shall have occurred and be continuing; and (iv) in no event shall the Relevant Lender in accordance with Section 13.4hereby replaced be required to pay or surrender to such replacement Lender or other bank or financial institution any of the principal, interest, fees or other amounts received by the Relevant Lender hereby replaced pursuant to this agreement.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement Lender (“Replacement Lender”) for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 3.7 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall either be an Eligible Assignee or another Person reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan DDTL Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 3.7 or 5.10, Borrowers have paid all breakage and increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 3.7 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected LenderXxxxxx’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement Lender (“Replacement Lender”) for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected LenderXxxxxx’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement Lender (“Replacement Lender”) for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Loans and Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement Lender If: (“Replacement Lender”a) for a Lender seeking payment exercises its rights under Section 11.2, Section 11.3 or compensation Section 11.4; (b) the Borrower is required under Sections 3.6Section 7.3 to deduct any withholding Taxes in respect of amounts owing to any Lender; (c) any Lender withholds its consent to any amendment, 3.7consent or determination requested by the Borrower which requires the approval of the Lenders and as a consequence thereof such amendment, 3.9 consent or 5.10 of this Agreement determination cannot be obtained; (or that is d) a Fronting Lender has terminated its Fronted LC Commitment pursuant to Section 3.10(k)(ii)(B); or (e) a Lender becomes a Defaulting Lender; the Borrower may, treating each affected Lender rateably and in the same manner as other Lenders subject to similar circumstances (any all such Lenders being the “Affected Lenders”): (i) replace all Affected Lenders by reaching satisfactory arrangements with one or more existing Lenders or new Lenders that are acceptable to the Agent and each Fronting Lender, an “each acting reasonably, for the purchase of all of such Affected Lender”)), which Replacement Lender shall be reasonably satisfactory Lenders’ Commitments as long as: (A) such purchasing Lender(s) unconditionally offers in writing (with copy to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will Agent) to purchase all of the rights and obligations of the Affected Lender(s) including all outstanding Obligations Borrowings owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90Lender(s) days following notice for a purchase price equal to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable aggregate Borrowings owed to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (dLender(s) (ipayable in immediately available funds); (B) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent obligations of the Borrower owing pursuant to Section 13.3 7.3 and Section 11.1 to the Affected Lender(s) are paid in full to the Affected Lender(s) concurrently with such replacement; and (C) all requirements set forth in Section 13.1 with respect to such assignment are complied with, including entering into of a Lender Transfer Agreement and the payment by the purchasing Lender to the Agent (for the Agent’s own account) of the assignment fee contemplated in Section 13.1, unless waived by the Agent; or (ii) in any case where so long as no Default or Event of Default has occurred and is continuing and without regard to Section 4.4, irrevocably cancel all but not part of the Affected Lenders’ Commitments if the Borrower has prepaid or otherwise reduced (or will concurrently prepay or otherwise reduce) all Borrowings outstanding to such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6Affected Lenders, 3.7, 3.9 or 5.10, Borrowers have and paid all increased costs for accrued interest and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date other charges and fees in respect of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4Borrowings.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement Lender (“Replacement Lender”) for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 3.7 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall either be an Eligible Assignee or another Person reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 3.7 or 5.10, Borrowers have paid all breakage and increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 3.7 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4.

Replacement Lender. In the event any Lender becomes a Delinquent Lender and none of the other Lenders elects to be an Electing Lender pursuant to Section 10.18, Borrower Agent may obtainshall have the right, at Borrowers’ expenseany time, provided there exists no Default or Event of Default, to replace the Delinquent Lender as a Lender with another financial institution reasonably acceptable to the Required Lenders on the then-existing terms and conditions of the Loan Documents (such replacement institution, a replacement Lender (“"Replacement Lender”) "). If Borrower opts to exercise such right, it shall give notice thereof to Administrative Agent, which notice shall specify the proposed Replacement Lender. Administrative Agent shall promptly send a copy of such notice to each Lender. If the Required Lenders do not reasonably disapprove the Replacement Lender, Administrative Agent shall so notify Borrower and each Lender and the Delinquent Lender shall assign all of the rights in respect of its Loan, and the Replacement Lender shall assume all the Delinquent Lender's obligations in respect of such Loan, pursuant to an agreement substantially in the form of an Assignment and Assumption Agreement. In connection with such assignment and assumption, the Replacement Lender shall pay the Delinquent Lender an amount equal to the outstanding principal amount under the Delinquent Lender's Note plus all interest accrued thereon plus all other amounts then due and payable to the Delinquent Lender. Upon the effective date of such assignment and assumption and the payment by the Replacement Lender to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $2,500, the Replacement Lender shall become a "Lender" for all purposes hereunder, with a Loan Commitment in an amount equal to the former Loan Commitment of the Delinquent Lender, and the Delinquent Lender's Loan Commitment shall automatically be reduced to zero. In connection with the foregoing, Borrower shall execute and deliver to the Replacement Lender seeking payment substitute Notes substantially in the forms of EXHIBIT B-1, X-0 xxx B-3, respectively, with each stating: "This Note is a substitute [Tranche A, B or compensation under Sections 3.6C, 3.7as applicable] Note as contemplated by Section 10.22 of the Loan Agreement; it replaces and is in lieu of that certain [Tranche A, 3.9 B or 5.10 C, as applicable] Note made by [Maker] dated [date of Note] to the order of [Delinquent Lender] in the principal sum of [Delinquent Lender's original Tranche A, B or C Loan Commitment, as applicable]." Such substitute notes shall constitute Notes and the obligations evidenced thereby shall constitute "Obligations" for all purposes of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender and the other Loan Documents and shall be reasonably satisfactory to Agent and secured by the Issuing BankMortgages. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance connection with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4.Borrower's

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement If any Lender (“Replacement the "Non-Consenting Lender”") for a fails to agree in writing to any amendment, modification, consent or waiver that requires the written agreement of each Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 the agreement of this Agreement (or that such percentage of the Lenders as is a Defaulting Lender (any such Lender, an “Affected Lender”)specified in the proviso to Section 13.07(a), which the Non-Consenting Lender agrees to sell, assign and transfer to any Replacement Lender designated by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, agreed to by the Borrowers all of its Commitment and outstanding Loans and participations in outstanding Letters of Credit and at the time of any replacement pursuant to this Section 13.07(c), the Replacement Lender shall enter into one or more Assignment and Acceptances pursuant to Section 13.01 (and with all fees payable pursuant to said Section 13.01(d) to be reasonably satisfactory paid by the Replacement Lender) pursuant to Agent and which the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase shall acquire all of the Commitments and outstanding Loans and participations in outstanding Letters of Credit of the Non-Consenting Lender and, in connection therewith, shall pay to the Non-Consenting Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and Loans of the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Non-Consenting Lender, (cB) such assignment does not conflict with Applicable Laws or regulationsan amount equal to all accrued, but theretofore unpaid, fees owing to the Non-Consenting Lender under this Agreement and (dC) (i) Borrowers or an amount equal to all other outstanding Obligations owing to the Non-Consenting, Lender. Upon the execution of the respective Assignment and Acceptance, the payment of amounts referred to above and, if so requested by the Replacement Lender, delivery to the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable of the appropriate instruments otherwise required by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as this Agreement executed by the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6Borrowers, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected become a Lender hereunder and the Non-Consenting Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace be a Lender in accordance hereunder, except with Section 13.4respect to indemnification provisions applicable to the Non-Consenting, Lender under this Agreement, which shall survive as to such Non-Consenting Lender.

Replacement Lender. In the event any Lender becomes a Delinquent Lender and none of the other Lenders elects to be an Electing Lender pursuant to Section 7.16, Borrower shall have the right, provided there exists no Default or Event of Default, to cause another financial institution, reasonably acceptable to (x) the Required Lenders if such institution is not an Eligible Assignee or (y) Administrative Agent may obtainif such institution is an Eligible Assignee, at Borrowers’ expenseto assume the Delinquent Lender's obligations with respect to the Delinquency Amount on the then-existing terms and conditions of the Loan Documents (such replacement institution, a replacement Lender (“"Replacement Lender”) for "). Such assumption shall be pursuant to a Lender seeking payment or compensation under Sections 3.6written instrument reasonably satisfactory to Administrative Agent. Upon such assumption, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which the Replacement Lender shall be reasonably satisfactory become a "Lender" for all purposes hereunder, with an Individual Loan Commitment in an amount equal to Agent the Delinquency Amount, and the Issuing BankDelinquent Lender's Individual Loan Commitment shall automatically be reduced by the Delinquency Amount. In connection with the event foregoing, Borrower Agent obtains a shall execute and deliver to the Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Delinquent Lender substitute notes substantially in the form of Borrower Agent’s intention EXHIBIT D and stating: "This Note is a substitute note as contemplated by Section 7.20 of the Loan Agreement; it replaces and is in lieu of that certain note made by Maker dated [date of Note] to do so (the “order of [Delinquent Lender] in the principal sum of [Delinquent Lender's original Individual Loan Commitment]." Such substitute notes shall be in amounts equal to, in the case of the Replacement Notice”)Lender's note, the Affected Lender shall sell and assign Delinquency Amount and, in the case of the Delinquent Lender's note, its Loans, Revolver Commitment and Capital Expenditure Individual Loan Commitment, without recourseas reduced as aforesaid. Such substitute notes shall constitute "Notes" and the obligations evidenced by such substitute notes shall be secured by the Mortgage. In connection with Borrower's execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent evidence, satisfactory to Administrative Agent, of all requisite partnership/corporate action to authorize Borrower's execution and delivery of the substitute notes and any related documents. Upon delivery of the foregoing substitute note(s), each Delinquent Lender shall return to Borrower its note which was replaced, provided that the delivery of a substitute note to the Delinquent Lender pursuant to this Section 7.20 shall operate to void and replace the note previously held by the Delinquent Lender regardless of whether Delinquent Lender returns same as required hereby. Borrower, Administrative Agent and Lenders shall execute such Replacement Lender modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with the substitution of Lenders in accordance with the foregoing provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank this Section. Lenders shall have consented thereto in writing, (b) such assignment will in fact result in reasonably cooperate with Borrower's attempts to obtain a reduction in such compensation and payment then payable to the Affected Replacement Lender, (c) such assignment does but they shall not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender be obligated to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under modify the Loan Documents through in connection therewith, other than modifications pursuant to the date of assignment. An Affected Lender shall not be required immediately preceding paragraph or modifications which are favorable to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4Lenders.

Replacement Lender. If any Lender becomes a Delinquent Lender and none of the other Lenders elects to be an Electing Lender pursuant to Section 7.16, Borrower shall have the right, provided there exists no Event of Default, to cause an Eligible Assignee or another financial institution reasonably acceptable to Administrative Agent may obtain, at Borrowers’ expenseto assume the Delinquent Lender's obligations with respect to the Delinquency Amount on the then-existing terms and conditions of the Loan Documents (such replacement institution, a replacement Lender (“"Replacement Lender”) "). It shall be a condition to such assumption that the Replacement Lender concurrently assumes the obligations of the Delinquent Lender with respect to the unfunded portion of the Other Loan. Such assumption shall be pursuant to an Assignment and Assumption Agreement or, if the Delinquent Lender fails or refuses to execute an Assignment and Assumption Agreement, a written instrument reasonably satisfactory to Administrative Agent. Upon such assumption and the payment by the Replacement Lender to Administrative Agent of a fee, for a Lender seeking payment or compensation under Sections 3.6Administrative Agent's own account, 3.7in the amount of $3,500, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which the Replacement Lender shall be reasonably satisfactory become a "Lender" for all purposes hereunder, with an Individual Loan Commitment in an amount equal to Agent the Delinquency Amount, and the Issuing BankDelinquent Lender's Individual Loan Commitment shall automatically be reduced by the Delinquency Amount. In connection with the event foregoing, Borrower Agent obtains a shall execute and deliver to the Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Delinquent Lender replacement notes substantially in the form of Borrower Agent’s intention Exhibit E and stating: "This Note is a replacement note as contemplated by Section 7.20 of the Loan Agreement; it replaces and is in lieu of that certain note made by Maker dated [date of Note] to do so (the “order of [Delinquent Lender] in the principal sum of [Delinquent Lender's original Individual Loan Commitment]." Such replacement notes shall be in amounts equal to, in the case of the Replacement Notice”)Lender's note, the Affected Lender shall sell and assign Delinquency Amount and, in the case of the Delinquent Lender's note, its Loans, Revolver Commitment and Capital Expenditure Individual Loan Commitment, without recourseas reduced as aforesaid. Such replacement notes shall constitute "Notes" and the obligations evidenced thereby shall be secured by the Mortgage. In connection with Borrower's execution of replacement notes as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the replacement notes and any related documents as Administrative Agent may reasonably request. The Replacement Lender shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction, backup withholding and withholding of any United States federal income taxes in accordance with Section 7.13 and otherwise (i.e., even if such Replacement Lender is a United States Person) furnish to Borrower and Administrative Agent such forms, certifications, statements and other documents as either of them may reasonably request from time to time to evidence that such Replacement Lender is entitled to receive any payments to be made to it hereunder without the withholding of any tax. The execution and delivery of replacement notes as required above shall be a condition precedent to any further advances of Loan proceeds. Upon receipt of its replacement note, the Delinquent Lender will return to Borrower its note(s) that was replaced, provided that the delivery of a replacement note to the Delinquent Lender pursuant to this Section 7.20 shall operate to void and replace the note(s) previously held by the Delinquent Lender regardless of whether or not the Delinquent Lender returns same as required hereby. Borrower, Administrative Agent and Lenders shall execute such modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with the substitution of Lenders in accordance with the foregoing provisions of Section 13.3; provided thatthis Section. Lenders shall reasonably cooperate with Borrower's attempts to obtain a Replacement Lender, (a) Borrower Agent and Issuing Bank but they shall have consented thereto not be obligated to modify the Loan Documents in writingconnection therewith, (b) such assignment will in fact result in a reduction in such compensation and payment then payable other than modifications pursuant to the Affected immediately preceding paragraph. As part of the first advance of Loan proceeds following the admission of the Replacement Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable shall advance to Borrower, subject to the satisfaction of all conditions of this Agreement, an amount equal to the Hard and Soft Costs paid by such Affected Lender to Agent Borrower pursuant to Section 13.3 and clause (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.42.09.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement If any Lender (“Replacement the "Non-Consenting Lender”") for a fails to agree in writing to any amendment, modification, consent or waiver that requires the written agreement of each Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 the agreement of this Agreement (or that such percentage of the Lenders as is a Defaulting Lender (any such Lender, an “Affected Lender”)specified in the proviso to Section 13.07(a), which the Non-Consenting Lender agrees to sell, assign and transfer to any Replacement Lender designated by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, agreed to by the Borrowers all of its Commitment and outstanding Loans and participations in outstanding Letters of Credit and at the time of any replacement pursuant to this Section 13.07(c), the Replacement Lender shall enter into one or more Assignment and Acceptances pursuant to Section 13.01 (and with all fees payable pursuant to said Section 13.01(d) to be reasonably satisfactory paid by the Replacement Lender) pursuant to Agent and which the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase shall acquire all of the Commitments and outstanding Loans and participations in outstanding Letters of Credit of the Non-Consenting Lender and, in connection therewith, shall pay to the Non-Consenting Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and Loans of the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Non-Consenting Lender, (cB) such assignment does not conflict with Applicable Laws or regulationsan amount equal to all accrued, but theretofore unpaid, fees owing to the Non-Consenting Lender under this Agreement and (dC) (i) Borrowers or an amount equal to all other outstanding Obligations owing to the Non-Consenting Lender. Upon the execution of the respective Assignment and Acceptance, the payment of amounts referred to above and, if so requested by the Replacement Lender, delivery to the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable of the appropriate instruments otherwise required by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as this Agreement executed by the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6Borrowers, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected become a Lender hereunder and the Non-Consenting Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace be a Lender in accordance hereunder, except with Section 13.4respect to indemnification provisions applicable to the Non-Consenting Lender under this Agreement, which shall survive as to such Non-Consenting Lender.

Replacement Lender. In the event any Lender becomes a Delinquent Lender and none of the other Lenders elects to be an Electing Lender pursuant to Section 7.16, Borrower shall have the right, provided there exists no Default or Event of Default, to cause another financial institution, reasonably acceptable to (x) the Required Lenders if such institution is not an Eligible Assignee or (y) Administrative Agent may obtainif such institution is an Eligible Assignee, at Borrowers’ expenseto assume the Delinquent Lender’s obligations with respect to the Delinquency Amount on the then-existing terms and conditions of the Loan Documents (such replacement institution, a replacement Lender (“Replacement Lender”) for ). Such assumption shall be pursuant to a Lender seeking payment or compensation under Sections 3.6written instrument reasonably satisfactory to Administrative Agent. Upon such assumption, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which the Replacement Lender shall be reasonably satisfactory become a “Lender” for all purposes hereunder, with an Individual Loan Commitment in an amount equal to Agent the Delinquency Amount, and the Issuing BankDelinquent Lender’s Individual Loan Commitment shall automatically be reduced by the Delinquency Amount. In connection with the event foregoing, Borrower Agent obtains a shall execute and deliver to the Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Delinquent Lender substitute notes substantially in the form of Borrower AgentEXHIBIT D and stating: “This Note is a substitute note as contemplated by Section 7.20 of the Loan Agreement; it replaces and is in lieu of that certain note made by Maker dated [date of Note] to the order of [Delinquent Lender] in the principal sum of [Delinquent Lender’s intention to do so (original Individual Loan Commitment].” Such substitute notes shall be in amounts equal to, in the “case of the Replacement Notice”)Lender’s note, the Affected Lender shall sell and assign Delinquency Amount and, in the case of the Delinquent Lender’s note, its Loans, Revolver Commitment and Capital Expenditure Individual Loan Commitment, without recourseas reduced as aforesaid. Such substitute notes shall constitute “Notes” and the obligations evidenced by such substitute notes shall be secured by the Mortgage. In connection with Borrower’s execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent evidence, satisfactory to Administrative Agent, of all requisite partnership/corporate action to authorize Borrower’s execution and delivery of the substitute notes and any related documents. Upon delivery of the foregoing substitute note(s), each Delinquent Lender shall return to Borrower its note which was replaced, provided that the delivery of a substitute note to the Delinquent Lender pursuant to this Section 7.20 shall operate to void and replace the note previously held by the Delinquent Lender regardless of whether Delinquent Lender returns same as required hereby. Borrower, Administrative Agent and Lenders shall execute such Replacement Lender modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with the substitution of Lenders in accordance with the foregoing provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank this Section. Lenders shall have consented thereto in writing, (b) such assignment will in fact result in reasonably cooperate with Borrower’s attempts to obtain a reduction in such compensation and payment then payable to the Affected Replacement Lender, (c) such assignment does but they shall not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender be obligated to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under modify the Loan Documents through in connection therewith, other than modifications pursuant to the date of assignment. An Affected Lender shall not be required immediately preceding paragraph or modifications which are favorable to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4Lenders.

Replacement Lender. Borrower Agent may obtain(a) In the event a LENDER becomes a Delinquent Lender and no other LENDER elects to make Advances to meet the Pro Rata Share of Advances that were to have been made by the Delinquent Lender, BORROWER shall have the right, at Borrowers’ expenseany time provided there exists no Event of Default or event which, but for the passage of time or the giving of notice, would be such an Event of Default, to cause another financial institution reasonably acceptable to the REQUIRED LENDERS to assume the Delinquent Lender's obligations with respect to the Delinquency Amount on the then-existing terms and conditions of the Loan Documents (such replacement institution, a replacement Lender (“"Replacement Lender”) "). Such assumption shall be pursuant to a written instrument reasonably satisfactory to the REQUIRED LENDERS. Upon such assumption, the Replacement Lender shall become a "LENDER" for all purposes hereunder, with all Individual Loan Commitment in an amount equal to the Delinquency Amount, and the Delinquent Lender's individual Commitment shall automatically be reduced by the Delinquency Amount. In connection with the foregoing, BORROWER shall execute and deliver to the Replacement Lender and the Delinquent Lender a replacement Revolving Note substantially in the form of the Revolving Note held by the Delinquent Lender seeking payment or compensation under Sections 3.6and stating: "This Note is a replacement Revolving Note as contemplated by Section 10.18 of the Loan Agreement; it replaces and is in lieu of that certain note made by Maker dated [Closing Date] to the order of [Delinquent Lender] in the principal sum of [Delinquent Lender's original individual Revolving Loan Commitment]." Such replacement Revolving Note shall be in amounts equal to, 3.7in the case of the Replacement Lender's Revolving Note, 3.9 or 5.10 the Delinquency Amount and, in the case of the Delinquent Lender's Revolving Note, its individual Commitment, as reduced as aforesaid. Such replacement Revolving Notes shall constitute a "Revolving Note" for purposes of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure other Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, Documents. (b) such assignment will in fact result in LENDERS shall reasonably cooperate with BORROWER's attempts to obtain a reduction in such compensation and payment then payable to the Affected Replacement Lender, (c) but they shall not be obligated to modify the Loan Documents in connection therewith, other than such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or modifications as may be required to reflect the admission of the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4LENDER.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement If any Lender (“Replacement Lender”) for a Lender seeking payment or requests compensation under Sections 3.6Section 2.10, 3.7or if the Borrower or any Guarantor is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12 and, 3.9 in each case, such Lender has declined or 5.10 of this Agreement (or that is unable to designate a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender different lending office in accordance with the provisions of Section 13.3; provided that2.13(a), (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against if any Lender that is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort (Band in the case of a Defaulting Lender, the Administrative Agent may) upon notice to such Lender and the Administrative Agent’s rights , require such Lender to replace a Lender assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 13.4.9.7), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.10 or Section 2.12) and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (a) as to assignments required by the Borrower, the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.7, unless such fee has been waived by the Administrative Agent; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its applicable Advances and participations in outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

Replacement Lender. Borrower Agent may obtainIn the event that in connection with any proposed amendment, at Borrowers’ expensemodification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 14.1(3), the consent of the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders (each a replacement “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each 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 Advances and its Commitment in full to one or more Assignees (each a “Replacement Lender”) for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of this Agreement and the Borrower shall pay the fees, if any, payable thereunder in connection with any assignment from the Non- Consenting Lender; provided that: (a) no Default or Event of Default has occurred or is continuing; (b) 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 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 this Agreement; (c) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender in respect to any break-funding costs or otherwise owed as a consequence of such repayment or otherwise as if it were a prepayment; (d) on the date of such assignment, the Borrower shall pay the assignment fee required to be paid pursuant to Section 13.313.1(3)(b) to the Administrative Agent; (e) all of the requirements, as applicable, for such assignment contained in Section 13.1 shall have been satisfied; and (f) 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, (a) the Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) may not make such assignment will in fact result in a reduction in such compensation and payment then payable election with respect to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Terminated Lender that is also the Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall cause each outstanding Letter of Credit issued by the Issuing Bank to be cancelled or cash collateralized or otherwise supported in a Defaulting manner satisfactory to the Issuing Bank. Upon the prepayment of all amounts owing to any Terminated Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4.and the termination of such

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement Lender (“Replacement Lender”) for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event that SIHL, any other Borrower Agent obtains a Replacement or any other Guarantor becomes obligated to pay any additional material amounts to any Lender that will purchase all outstanding Obligations owed pursuant to such Affected Lender and assume its Revolver Commitment hereunder within ninety SECTION 4.3 or 4.5 (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then which amounts are generally not due or payable to the Affected Lender, (call Lenders generally under such Sections) or such assignment does Lender is not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender able to Agent make LIBO Rate Loans pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement NoticeSECTION 4.1, as a result of any event or condition described in any of such Sections, or any Lender is subject to a waiver withholding tax for which it seeks a gross up pursuant to SECTION 4.6, then, unless such Lender has removed or cured the conditions creating the cause of such obligation to pay such additional amounts or agrees (in the case of Taxes) not to require any Obligor to pay such gross up amount under SECTION 4.6, SIHL may designate one or more substitute lenders (or lenders) (and such Lender agrees to be replaced by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment substitute lender upon and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4the terms set forth in this Section) reasonably acceptable to the Managing Agents (such lender or lenders each called a "REPLACEMENT LENDER") to have assigned to it pursuant to SECTION 10.11.1, and to purchase, such Lender's rights and obligations with respect to its entire Loans and Commitment hereunder, without recourse to or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount payable to such Lender with respect to its Loans and Commitment hereunder, plus any accrued and unpaid interest and accrued and unpaid fees in respect of such Lender's Loans and Commitment owing to such Lender. SIHL agrees that, so long as the Borrowers are not then obligated to pay any gross up for Taxes under a Loan Document to the Managing Agents, it will first designate the Managing Agents as the Replacement Lenders in the case of another Lender that has required the Borrowers (or any Obligor) to pay any gross up for Taxes under a Loan Document and the Managing Agents shall have the right (but be under no obligation) to have assigned to them an equal amount of the Loans and Commitments (and corresponding rights and obligations) of the Lender being replaced; PROVIDED that if one of the Managing Agents declines to have such Loans and Commitments assigned to it as described above, then the other Managing Agent shall have the right (but be under no obligation) to have all or any portion of the Loans and Commitments (and corresponding rights and obligations) of the Lender being replaced to be assigned to it. Upon any assignment and purchase by the Replacement Lender and payment of all other amounts owing to the Lender being replaced hereunder (including under SECTION 4.6), and the payment to the Administrative Agent of the processing fee due to it under SECTION 10.11.1, such Lender shall no longer be a party hereto or have any rights or obligations hereunder, and the Replacement Lender shall succeed to the rights and obligations of such Lender with respect to its Loans and Commitment hereunder; PROVIDED that the rights of such replaced Lender pursuant to SECTIONS 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the rights and obligations of such Lender pursuant to ARTICLE IX and SECTIONS 10.3 and 10.4, shall survive any assignment described in this Section.

Replacement Lender. In the event any Lender becomes a ------------------ Delinquent Lender and none of the other Lenders elects to be an Electing Lender pursuant to Section 7.16, Borrower Agent may obtainshall have the right, at Borrowers’ expenseprovided there exists -------- no Default or Event of Default, to cause another financial institution reasonably acceptable to the Required Lenders to assume the Delinquent Lender's obligations with respect to the Delinquency Amount on the then-existing terms and conditions of the Loan Documents (such replacement institution, a replacement Lender (“"Replacement Lender”) "). Such assumption shall be pursuant to a written instrument reasonably satisfactory to the Required Lenders. Upon such assumption and the payment by the Replacement Lender to Administrative Agent of a fee, for a Lender seeking payment or compensation under Sections 3.6Administrative Agent's own account, 3.7in the amount of $3,500, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which the Replacement Lender shall be reasonably satisfactory become a "Lender" for all purposes hereunder, with an Individual Loan Commitment in an amount equal to Agent the Delinquency Amount, and the Issuing BankDelinquent Lender's Individual Loan Commitment shall automatically be reduced by the Delinquency Amount. In connection with the event foregoing, Borrower Agent obtains a shall execute and deliver to the Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Delinquent Lender replacement notes substantially in the form of Borrower Agent’s intention EXHIBIT H and stating: "This Note is a replacement note as contemplated by Section 7.20 of the Loan Agreement; it replaces and is in lieu of that certain note made by Maker dated [date of Note] to do so (the “order of [Delinquent Lender] in the principal sum of [Delinquent Lender's original Individual Loan Commitment]." Such replacement notes shall be in amounts equal to, in the case of the Replacement Notice”)Lender's note, the Affected Lender shall sell and assign Delinquency Amount and, in the case of the Delinquent Lender's note, its Loans, Revolver Commitment and Capital Expenditure Individual Loan Commitment, without recourseas reduced as aforesaid. Such replacement notes shall constitute "Notes" and the obligations evidenced thereby shall be secured by the Mortgage. In connection with Borrower's execution of replacement notes as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the replacement notes and any related documents as Administrative Agent may reasonably request. If the Replacement Lender is not incorporated under the Laws of the United States or a State thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 7.13. The execution and delivery of replacement notes as required above shall be a condition precedent to any further advances of Loan proceeds. Upon receipt of its replacement note, the Delinquent Lender will return to Borrower its note(s) that was replaced, provided that the -------- delivery of a replacement note to the Delinquent Lender pursuant to this Section 7.20 shall operate to void and replace the note(s) previously held by the Delinquent Lender regardless of whether or not the Delinquent Lender returns same as required hereby. Borrower, Administrative Agent and Lenders shall execute such modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with the substitution of Lenders in accordance with the foregoing provisions of Section 13.3; provided thatthis Section. Lenders shall reasonably cooperate with Borrower's attempts to obtain a Replacement Lender, (a) Borrower Agent and Issuing Bank but they shall have consented thereto not be obligated to modify the Loan Documents in writingconnection therewith, (b) such assignment will in fact result in a reduction in such compensation and payment then payable other than modifications pursuant to the Affected immediately preceding paragraph. As part of the first advance of Loan proceeds following the admission of the Replacement Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable shall advance to Borrower, subject to the satisfaction of all conditions of this Agreement, an amount equal to the Direct and Indirect Costs paid by such Affected Lender to Agent Borrower pursuant to Section 13.3 and clause (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.42.09.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement Lender (“Replacement Lender”) for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event that the Borrower Agent obtains a Replacement becomes obligated to pay any additional amounts to any Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and 4.3 or 4.5 (iiwhich amounts are generally not due or payable to all Lenders generally under such -62- 70 Sections) in any case where or such replacement occurs as the result of a demand for payment of certain costs or Taxes Lender is not able to make LIBO Rate Loans pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement NoticeSection 4.1, as a result of any event or condition described in any of such Sections, then, unless such Lender has removed or cured the conditions creating the cause of such obligation to pay such additional amounts, the Borrower may designate a waiver substitute lender (and such Lender agrees to be replaced by such Affected substitute Lender upon and in accordance with the terms set forth in this Section) reasonably acceptable to the Administrative Agent (such lender herein called a "Replacement Lender") to have assigned to it pursuant to Section 10.11.1, and to purchase, such Lender's rights and obligations with respect to its entire Loans and Commitment hereunder, without recourse to or otherwisewarranty by, or expense to, such Lender for a purchase price equal to the circumstances entitling Borrower Agent outstanding principal amount payable to require such Lender with respect to its Loans and Commitment hereunder, plus any accrued and unpaid interest and accrued and unpaid fees owing to such Lender in respect of such Lender's Loans and Commitment. Upon such assignment and delegation cease purchase by the Replacement Lender and payment of all other amounts owing to apply. Nothing the Lender being replaced hereunder, and the payment to the Administrative Agent of the processing fee due to it under Section 10.11.1, such Lender shall no longer be a party hereto or have any rights or obligations hereunder, and the Replacement Lender shall succeed to the rights and obligations of such Lender with respect to its Loans and Commitment hereunder; provided, that the rights of such replaced Lender pursuant to Sections 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the rights and obligations of such Lender pursuant to Article IX and Sections 10.3 and 10.4, shall survive any assignment described in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4Section.

Replacement Lender. Borrower Agent may obtainThe Replacement Lender agrees to purchase Existing Term Loans from the Non-Consenting Term Lenders on the Second Amendment Effective Date in an aggregate principal amount equal to the aggregate principal amount of the Existing Term Loans held by Non-Consenting Term Lenders immediately prior to, at Borrowers’ expensebut not including, a replacement the Second Amendment Effective Date in accordance with Section 10.06(m) of the Credit Agreement. The Replacement Lender’s execution of this Amendment shall be deemed to be the execution of an Assignment and Assumption by the Replacement Lender (“Replacement Lender”) for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 and the execution of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall be reasonably satisfactory to Amendment by the Administrative Agent and the Issuing Bank. In Borrower shall be deemed to be the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to consent of the Administrative Agent and the Affected Borrower (to the extent such consent is required under the Amended Credit Agreement) thereto) which assignment shall be effective upon receipt by each such Non-Consenting Term Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable an amount equal to the Affected Lendersum of the principal of and interest accrued to, (c) such assignment does but not conflict with Applicable Laws or regulationsincluding, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale payment on the outstanding Existing Term Loans of such Non-Consenting Term Lender, plus all fees specified in Section 2.09 of the Credit Agreement and assignment; providedother amounts accrued for the account of such Non-Consenting Term Lender (including any amounts under Section 2.07(e), furtherSection 3.01 and Section 3.04 of the Credit Agreement), thatrequired by Section 10.06(m) of the Amended Credit Agreement. The Replacement Lender, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be Document and each other document required to make any such assignment and delegation ifbe delivered to, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver be approved by such Affected Lender or otherwisesatisfactory to, the circumstances entitling Borrower Administrative Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4on the Second Amendment Effective Date.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement If any Lender (“Replacement Lender”) for a Lender seeking payment or requests compensation under Sections 3.6Section 2.10, 3.7or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12 and, 3.9 in each case, such Lender has declined or 5.10 of this Agreement (is unable to designate a different lending office in accordance with Section 2.13(a), or that if any Lender is a Defaulting Lender (any such or a Non-Consenting Lender, an “Affected then the Borrower may, at its sole expense and effort (and in the case of a Defaulting Lender”)), which Replacement the Administrative Agent may) upon notice to such Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Administrative Agent, require such Lender that will purchase all outstanding Obligations owed to such Affected Lender assign and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitmentdelegate, without recourse, to such Replacement Lender recourse (in accordance with and subject to the provisions restrictions contained in, and consents required by, Section 9.7), all of its interests, rights (other than its existing rights to payments pursuant to Section 13.32.10 or Section 2.12) and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) As to assignments required by the Borrower, (a) the Borrower Agent and Issuing Bank shall have consented thereto paid to the Administrative Agent the assignment fee (if any) specified in writingSection 9.7, unless such fee has been waived by the Administrative Agent; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its applicable Advances and participations in Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10 or payments required to be made pursuant to Section 2.12, such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, or payments thereafter; (civ) such assignment does not conflict with Applicable Laws applicable Legal Requirement; (v) with respect to a Non-Consenting Lender, the proposed amendment, modification, waiver, consent or regulationsrelease with respect to this Agreement or any other Credit Document has been approved by the Majority Lenders and such agreement, amendment, waiver, consent or release can be effected as a result of such assignment (dand, if applicable, one or more other assignments) contemplated by this Section; and (ivi) Borrowers or the Replacement if such Lender have reimbursed is being replaced solely as a result of it being a Defaulting Lender, then such Affected Lender for may only be replaced in its capacity as a Revolving Lender and, if it has any administrative fee payable by such Affected unused Term Commitment, in its capacity as a Term Lender to Agent pursuant to Section 13.3 and (ii) but, in any case where such replacement occurs event, if its Term Commitment is fully funded, then not in its capacity as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible AssigneeTerm Lender. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected A Lender shall not be required to make any such assignment and or delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Noticeprior thereto, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling the Borrower or the Administrative Agent to require such assignment and delegation cease to apply. Nothing in Solely for purposes of effecting any assignment involving a Defaulting Lender under this Section 3.11 shall limit or impair (A) any rights that any Borrower or 2.13 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent may have against any as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender that to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender is a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. In lieu of the Borrower or (B) Agentthe Administrative Agent replacing a Defaulting Lender as provided in this Section 2.13, the Borrower may terminate such Defaulting Lender’s rights to replace a Lender applicable Commitment as provided in accordance with Section 13.42.1(c)(iii).

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement If any Lender (“Replacement Lender”) for a Lender seeking payment or requests compensation under Sections 3.6Section 2.12, 3.7or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 and, 3.9 in each case, such Lender has declined or 5.10 of this Agreement (is unable to designate a different lending office in accordance with Section 2.15(a), or that if any Lender is a Defaulting Lender (any such or a Non-Consenting Lender, an “Affected then the Borrower may, at its sole expense and effort (and in the case of a Defaulting Lender”)), which Replacement the Administrative Agent may) upon notice to such Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Administrative Agent, require such Lender that will purchase all outstanding Obligations owed to such Affected Lender assign and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitmentdelegate, without recourse, to such Replacement Lender recourse (in accordance with and subject to the provisions restrictions contained in, and consents required by, Section 9.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 13.32.12 or Section 2.14) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) As to assignments required by the Borrower, (a) the Borrower Agent and Issuing Bank shall have consented thereto paid to the Administrative Agent the assignment fee (if any) specified in writingSection 9.07, unless such fee has been waived by the Administrative Agent; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its applicable Advances and participations in Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.11) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, or payments thereafter; (civ) such assignment does not conflict with Applicable Laws applicable Legal Requirement; and (v) with respect to a Non-Consenting Lender, the proposed amendment, modification, waiver, consent or regulationsrelease with respect to this Agreement or any other Loan Document has been approved by the Required Lenders and such agreement, (d) (i) Borrowers amendment, waiver, consent or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs release can be effected as the a result of a demand for payment of certain costs such assignment (and, if applicable, one or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assigneemore other assignments) contemplated by this Section. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected A Lender shall not be required to make any such assignment and or delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Noticeprior thereto, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling the Borrower or the Administrative Agent to require such assignment and delegation cease to apply. Nothing in Solely for purposes of effecting any assignment involving a Defaulting Lender under this Section 3.11 shall limit or impair (A) any rights that any Borrower or 2.15 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent may have against any as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender that to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender is a Defaulting Lender or (B) Agent’s rights to replace a and such Lender in accordance with Section 13.4shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same.

Replacement Lender. Borrower If any Lender becomes entitled to claim any additional amounts pursuant to Section 6.1(b) of this Agreement, the Lender shall promptly notify the Administrative Agent of the event by reason of which it has become so entitled. Provided that no Default or Event of Default has occurred and with the consent of the Majority Lenders, the Borrowers may obtain, at Borrowers’ expense, seek to replace a replacement Lender (a “Replacement Retiring Lender”) for a Lender seeking payment or who claims compensation under Sections 3.6, 3.7, 3.9 or 5.10 pursuant to Section 6.1(b) of this Agreement Agreement. The replacement of a Retiring Lender pursuant to this Section 11.4 shall be effective on the tenth (10th) Business Day following the date of a notice to the Retiring Lender and each other Lender through the Administrative Agent, subject to satisfaction of the following conditions: (a) A Retiring Lender shall assign all of its rights, obligations and liabilities under the Loan Documents to a Replacement Lender; provided that (i) the Retiring Lender shall have received the written consent of the Administrative Agent and each of the Borrowers (which USActive 5675666.14 -47- consent shall not be unreasonably withheld or delayed provided, that the Borrowers’ consent shall not be required if (A) the Replacement Lender is a Defaulting Lender; (B) the Replacement Lender is an Affiliate of a Lender; (any C) the Replacement Lender is an Approved Fund or (D) an Event of Default has occurred and is continuing) and (ii) each such assignment shall be substantially in the form of Exhibit D, and with the Retiring Lender to have no further right or obligation with respect to the rights and obligations assigned to and assumed by the Replacement Lender. Upon such assignment, an “Affected Lender”)), which the Replacement Lender shall be reasonably satisfactory to Agent a Lender for all purposes under this Agreement and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent other Loan Documents, and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender Commitments shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, be adjusted appropriately; (b) such assignment will in fact result in a reduction in such compensation and payment then payable the Replacement Lender(s) shall pay to the Affected Retiring Lender an amount equal in the aggregate to the sum of (x) the aggregate outstanding Loans owing to the Retiring Lender, together with all accrued and unpaid interest thereon, and (y) the Retiring Lender’s share of any accrued and unpaid fees under this Agreement; and (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) the Borrowers or shall have paid to the Replacement Administrative Agent for the account of the Retiring Lender have reimbursed such Affected Lender for any administrative fee an amount equal to all obligations then due and payable by such Affected Lender to Agent pursuant to Section 13.3 and this Agreement to the Retiring Lender by the Borrowers (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall but not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt including those obligations of the Borrowers owing but not yet due that are referred to in clause (b) above). Each Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting New Lender or (B) Agent’s rights to replace shall become a Lender in accordance and the Retiring Lender shall cease to be a Lender; provided that this Agreement shall continue to govern the rights and obligations of a Retiring Lender with Section 13.4respect to any Loans or other actions taken by such Retiring Lender while it was a Lender. The Borrowers agree to execute such papers, notes and agreements as are reasonably necessary to substitute the Replacement Lender for the Retiring Lender, including documents necessary to protect all liens and security interests of the Replacement Lender.

Replacement Lender. (a) If at any time the Borrower Agent may obtainbecomes obliged to prepay any amount in accordance with Section 2.9 or pay any compensation under Section 2.10 to any Lender, then the Borrower shall have the right, at Borrowers’ expenseits sole expense and effort and provided that no Default or Event of Default then exists or would exist after giving effect to such replacement, on ten (10) Business Days prior written notice to the Administrative Agent and such Lender, to replace such Lender by requiring such Lender to (and such Lender shall) assign and delegate, without recourse, pursuant to Section 10.13 all (and not part only) of its rights and obligations under this Agreement to a replacement Lender or another bank or financial institution (a “Replacement Lender”) selected by the Borrower for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 purchase price in cash payable at the time of this Agreement (or that is a Defaulting Lender (any assignment equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest, an “Affected Lender”))fees, which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender other amounts payable in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented relation thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignmentFinancing Documents. An Affected A Lender shall not be required to make any such assignment and or delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Noticeprior thereto, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling the Borrower Agent to require such assignment and delegation cease to apply. Nothing in . (b) The replacement of a Lender pursuant to this Section 3.11 2.13 shall limit or impair be subject to the following conditions: (Ai) all obligations of the Borrower then owing to the replaced Lender (other than those specifically described in paragraph (a) above in respect of which the assignment purchase price has been paid but including all amounts, if any, owing under any rights that any Financing Document) to be paid in full to such replaced Lender concurrently with such replacement; (ii) the Borrower or Agent may shall have against any Lender that is a Defaulting Lender or (B) Agent’s rights no right to replace the Administrative Agent or Security Agent; (iii) neither the Administrative Agent nor the Lender shall have any obligation to the Borrower to find a Replacement Lender; and (iv) in no event shall the Lender replaced under this Section 2.13 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Financing Documents. (c) The Replacement Lender shall enter into the Assignment and Acceptance pursuant to Section 10.13 pursuant to which the Replacement Lender shall acquire all of the outstanding Loans of the replaced Lender. Upon receipt by the replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and is authorized (which authorization is coupled with an interest) to execute the Assignment and Acceptance on behalf of such replaced Lender and any such Assignment and Acceptance so executed by the Administrative Agent, and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 10.13. Upon the execution of the Assignment and Acceptance, the payment of amounts referred to in paragraphs (a) and (b) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 8.10, the Replacement Lender shall become a Lender in accordance hereunder and the replaced Lender shall cease to constitute a Lender hereunder, except with Section 13.4respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.8, 2.9, 2.10, 2.11, 10.1, 10.2), which shall survive as to such replaced Lender.

Replacement Lender. If (i) any Lender requests compensation under Section 2.15, (ii) the Borrower Agent may obtainis required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) any Lender is a Defaulting Lender, (iv) any Lender gives notice pursuant to Section 2.20, (v) any Lender shall decline to consent to a modification or waiver of the terms of this Agreement or any other Loan Document requested by the Borrower, (vi) any Lender is a Declining Lender, or (vii) any Lender has, or is 100% owned, directly or indirectly, by a company that has, a non-investment grade rating from Xxxxx’x or S&P or another nationally recognized rating agency, then the Borrower may, at Borrowers’ expenseits sole expense and effort (and in the case of a Defaulting Lender, the Administrative Agent may), upon notice to such Lender and the Administrative Agent (or, if elected by the Administrative Agent with respect to a replacement Defaulting Lender, upon notice by the Administrative Agent to the Borrower), require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee permitted by Section 9.04 that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment)(such assignee being referred to as a “Replacement Lender”); provided that:” (g) for a Lender seeking payment or compensation under Sections 3.6Section 2.22(a) of the Credit Agreement is hereby amended by deleting the first full sentence thereof in its entirety and replacing it with the following: (h) Section 2.22(c) of the Credit Agreement is hereby amended by deleting the portion of the first sentence thereof prior to clause (i) of such sentence in its entirety and replacing it with the following: “If the Maturity Date is extended in accordance with this Section 2.22, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall be reasonably satisfactory to the Administrative Agent and the Issuing Bank. In Borrower shall determine the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed effective date of such extension, which in no instance shall be earlier than the anniversary of the Third Amendment Effective Date immediately following the Borrower’s most recent extension request pursuant to clause (a) above or later than the Maturity Date applicable prior to giving effect to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so extension (the “Replacement NoticeExtension Effective Date”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to upon such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) effectiveness”. (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii8.06(a) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver Credit Agreement is hereby amended by such Affected Lender or otherwise, deleting the circumstances entitling Borrower Agent to require such assignment first sentence thereof in its entirety and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance replacing it with Section 13.4.the following:

Replacement Lender. In the event that (a) KIL, any other Borrower Agent may obtainor any other Guarantor becomes obligated to pay any additional material amounts to any Lender pursuant to Section 4.3 or 4.5 (which amounts are not due or payable to all Lenders generally under such Sections) or such Lender is not able to make LIBO Rate Loans pursuant to Section 4.1, at Borrowers’ expenseas a result of any event or condition described in any of such Sections, or any Lender is subject to a replacement withholding tax for which it seeks a gross up pursuant to Section 4.6 or (b) any Lender (“Replacement Lender”) for a Lender seeking payment fails to consent to an election, consent, amendment, waiver or compensation under Sections 3.6, 3.7, 3.9 or 5.10 of other modification to this Agreement (or that other Loan Document requiring more Lenders than the Required Lender’s consent and such election, consent, amendment, waiver or other modification is a Defaulting otherwise consented to by Lenders holding more than 70% of the then aggregate outstanding principal amount of all Loans, Letters of Credit Outstandings and the unfunded portion of the Commitments without giving effect to the Loans, Letter of Credit Outstandings and Commitments attributable to such non-consenting Lender (any such LenderLender so qualifying under clause (a) or (b), an “Affected Lender”), then, unless such Affected Lender has removed or cured the conditions creating the cause of such obligation to pay such additional amounts or agrees (in the case of Taxes) not to require any Obligor to pay such gross up amount under Section 4.6, in the case of clause (a) or otherwise consents, in the case of clause (b), which KIL may designate one or more Eligible Assignees (and such Affected Lender agrees to be replaced by such Eligible Assignees upon and in accordance with the terms set forth in this Section) reasonably acceptable to the Administrative Agent and Issuer (such Eligible Assignee or Eligible Assignees, upon becoming a lender or lenders, each called a “Replacement Lender”) to have assigned to it pursuant to Section 10.11.1, and to purchase, such Affected Lender’s rights and obligations with respect to its entire Loans and Commitment hereunder, without recourse to or warranty by, or expense to, such Affected Lender for a purchase price equal to the outstanding principal amount payable to such Affected Lender with respect to its Loans hereunder, plus any accrued and unpaid interest and accrued and unpaid fees in respect of such Affected Lender’s Loans and Commitment owing to such Affected Lender; provided that the Borrowers may not request the assignment of more than 30% of the Revolving Loan Commitment Amount as a result of the failure to consent to an amendment, consent, wavier or other modification to the Credit Agreement. KIL agrees that, so long as the Borrowers are not then obligated to pay any gross up for Taxes under a Loan Document to the Administrative Agent, it will first designate the Administrative Agent as the Replacement Lender shall be reasonably satisfactory in the case of an Affected Lender that has required the Borrowers (or any Obligor) to Agent pay any gross up for Taxes under a Loan Document and the Issuing BankAdministrative Agent shall have the right (but be under no obligation) to have assigned to it an equal amount of the Loans and Commitments (and corresponding rights and obligations) of the Affected Lender being replaced. In the event Borrower Agent obtains KIL is unable to find a Replacement Lender, KIL may, with the consent of the Required Lenders, pay the Affected Lender that will purchase all and amount equal to the outstanding Obligations owed principal amount of its Loans, plus any accrued and unpaid interest and accrued and unpaid fees in respect of such Lender’s Loans and Commitment owing to such Affected Lender and assume its Revolver the Commitment hereunder within ninety (90) days following notice to Agent Amount shall be irrevocably and automatically reduced by the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date amount of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of Commitment; provided that the Replacement Notice, Revolving Loan Commitment Amount may not be reduced below $455,000,000 as a result of a waiver the removal of such Lender or Lenders. Upon any assignment and purchase by the Replacement Lender and payment of all other amounts owing to the Affected Lender being replaced hereunder (including under Section 4.6), and the payment to the Administrative Agent of the processing fee due to it under Section 10.11.1 or the repayment by KIL of such Affected Lender’s Loans and subsequent reduction of the Commitment Amount pursuant to the preceding sentence, such Affected Lender shall no longer be a party hereto or otherwisehave any rights or obligations hereunder, and the Replacement Lender shall succeed to the rights and obligations of such Affected Lender with respect to its Loans and Commitment hereunder; provided that the rights of such Affected Lender pursuant to Sections 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the rights and obligations of the Affected Lender pursuant to Article IX and Sections 10.3 and 10.4, shall survive any assignment described in this Section. 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 agreement necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in contemplated by this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4Section.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement Lender (“Replacement Lender”) for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 3.7 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall either be an Eligible Assignee or another Person reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment, DDTL Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 3.7 or 5.10, Borrowers have paid all breakage and increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 3.7 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4.

Replacement Lender. If (i) any Lender requests compensation under Section 2.15, (ii) any Borrower Agent may obtainis required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) any Lender is a Defaulting Lender, (iv) any Lender gives notice pursuant to Section 2.20, (v) any Lender shall decline to consent to a modification or waiver of the terms of this Agreement or any other Loan Document requested by the Parent, or (vi) any Lender has, or is 100% owned, directly or indirectly, by a company that has, a non-investment grade rating from Xxxxx’x or S&P or another nationally recognized rating agency, then the Parent may, at Borrowers’ expenseits sole expense and effort (and in the case of a Defaulting Lender, the Administrative Agent may), upon notice to such Lender and the Administrative Agent (or, if elected by the Administrative Agent with respect to a replacement Defaulting Lender, upon notice by the Administrative Agent to the Parent), require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.17 and obligations under this Agreement and the Loan Documents to an assignee permitted by Section 9.04 that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment)(such assignee being referred to as a “Replacement Lender”); provided that: (A) for a each party required to consent to such assignment under Section 9.04 shall have provided its prior written consent to such assignment; (B) as to assignments required by the Parent the Administrative Agent shall have been paid the assignment fee (if any) specified in Section 9.04; (C) such Lender seeking shall have received payment or compensation of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under Sections 3.6, 3.7, 3.9 or 5.10 of this Agreement the other Loan Documents (or that is a Defaulting Lender (including any such Lender, an “Affected Lender”amounts under Section 2.16(b)), which Replacement Lender shall from the assignee (to the extent of such outstanding principal and accrued interest and fees) or a Borrower (in the case of all other amounts); (D) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be reasonably satisfactory made pursuant to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”)Section 2.17, the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, or payments thereafter; (cE) such assignment does not conflict with Applicable Laws or regulations, applicable Legal Requirements; and (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (iiF) in the case of any case where assignment(s) resulting from any Lender(s) that have declined to consent to a modification or waiver of the terms of this Agreement or any other Loan Document requested by the Parent, such replacement occurs as modification or waiver would receive approval of the result of a demand for payment of certain costs or Taxes pursuant Required Lenders, after giving effect to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assigneeassignment(s). Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected A Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Noticeprior thereto, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent the Parent to require such assignment and delegation cease to apply. Nothing in Solely for purposes of effecting any assignment involving a Defaulting Lender under this Section 3.11 shall limit or impair (A) any rights that any Borrower or 2.19 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent may have against any as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender that to execute, acknowledge and deliver the Assignment and Assumption required hereunder if such Lender is a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. In lieu of the Parent or (B) Agentthe Administrative Agent replacing a Defaulting Lender as provided in this Section 2.19, the Parent may terminate such Defaulting Lender’s rights to replace a Lender Commitment as provided in accordance with Section 13.42.08(c).

Replacement Lender. In the event any Lender becomes a Delinquent Lender and none of the other Lenders elects to be an Electing Lender pursuant to Section 7.16, Borrower Agent may obtainshall have the right, at Borrowers’ expenseany time prior to the third anniversary of the Initial Advance, provided there exists no Default or Event of Default, to cause another financial institution reasonably acceptable to the Required Lenders to assume the Delinquent Lender's obligations with respect to the Delinquency Amount on the then-existing terms and conditions of the Loan Documents (such replacement institution, a replacement Lender (“"Replacement Lender”) "). Such assumption shall be pursuant to a written instrument reasonably satisfactory to the Required Lenders. Upon such assumption and the payment by the Replacement Lender to Administrative Agent of a fee, for a Lender seeking payment or compensation under Sections 3.6Administrative Agent's own account, 3.7in the amount of $3,500, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which the Replacement Lender shall be reasonably satisfactory become a "Lender" for all purposes hereunder, with an Individual Loan Commitment in an amount equal to Agent the Delinquency Amount, and the Issuing BankDelinquent Lender's Individual Loan Commitment shall automatically be reduced by the Delinquency Amount. In connection with the event foregoing, Borrower Agent obtains a shall execute and deliver to the Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Delinquent Lender replacement notes substantially in the form of Borrower Agent’s intention EXHIBIT H and stating: "This Note is a replacement note as contemplated by Section 7.20 of the Loan Agreement; it replaces and is in lieu of that certain note made by Maker dated [date of Note] to do so (the “order of [Delinquent Lender] in the principal sum of [Delinquent Lender's original Individual Loan Commitment]." Such replacement notes shall be in amounts equal to, in the case of the Replacement Notice”)Lender's note, the Affected Lender shall sell and assign Delinquency Amount and, in the case of the Delinquent Lender's note, its Loans, Revolver Commitment and Capital Expenditure Individual Loan Commitment, without recourseas reduced as aforesaid. Such replacement notes shall constitute "Notes" and the obligations evidenced thereby shall be secured by the Mortgage. In connection with Borrower's execution of replacement notes as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the replacement notes and any related documents as Administrative Agent may reasonably request. If the Replacement Lender is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 7.13. The execution and delivery of replacement notes as required above shall be a condition precedent to any further advances of Loan proceeds. Upon receipt of its replacement note, the Delinquent Lender will return to Borrower its note(s) that was replaced, provided that the delivery of a replacement note to the Delinquent Lender pursuant to this Section 7.20 shall operate to void and replace the note(s) previously held by the Delinquent Lender regardless of whether or not the Delinquent Lender returns the same as required hereby. Borrower, Administrative Agent and Lenders shall execute such modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with the substitution of Lenders in accordance with the foregoing provisions of Section 13.3; provided thatthis Section. Lenders shall reasonably cooperate with Borrower's attempts to obtain a Replacement Lender, (a) Borrower Agent and Issuing Bank but they shall have consented thereto not be obligated to modify the Loan Documents in writingconnection therewith, (b) such assignment will in fact result in a reduction in such compensation and payment then payable other than modifications pursuant to the Affected immediately preceding paragraph. As part of the first advance of Loan proceeds following the admission of the Replacement Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable shall advance to Borrower, subject to the satisfaction of all conditions of this Agreement, an amount equal to the Direct and Indirect Costs paid by such Affected Lender to Agent Borrower pursuant to Section 13.3 and clause (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.42.09.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement If any Lender (“Replacement Lender”) for a Lender seeking payment or requests compensation under Sections 3.6Section 2.11 or notifies the Borrower of its inability to make, 3.7maintain, 3.9 or 5.10 fund any Eurodollar Rate Advances pursuant to Section 2.09, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of this Agreement (any Lender pursuant to Section 2.13 and, in each case, such Lender has declined or that is unable to designate a different lending office in accordance with Section 2.14(a), or if any Lender is a Defaulting Lender (any such or a Non-Consenting Lender, an “Affected then the Borrower may, at its sole expense and effort (and in the case of a Defaulting Lender”)), which Replacement the Administrative Agent may) upon notice to such Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Administrative Agent, require such Lender that will purchase all outstanding Obligations owed to such Affected Lender assign and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitmentdelegate, without recourse, to such Replacement Lender recourse (in accordance with and subject to the provisions restrictions contained in, and consents required by, Section 9.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 13.32.11 or Section 2.13) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) as to assignments required by the Borrower, (a) the Borrower Agent and Issuing Bank shall have consented thereto paid to the Administrative Agent the assignment fee (if any) specified in writingSection 9.07, unless such fee has been waived by the Administrative Agent; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its applicable Advances, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.10 and with respect to any Non-Consenting Lender, any Applicable Premium) from the assignee (to the extent of such outstanding principal and accrued but unpaid interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.11 or such Lender’s inability to make, maintain or fund Eurodollar Rate Advances pursuant to Section 2.09 or payments required to be made pursuant to Section 2.14, such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, or payments thereafter; (civ) such assignment does not conflict with Applicable Laws any applicable Legal Requirement; and (v) with respect to a Non-Consenting Lender, the proposed amendment, modification, waiver, consent or regulationsrelease with respect to this Agreement or any other Loan Document has been approved by the Majority Lenders and such agreement, (d) (i) Borrowers amendment, waiver, consent or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs release can be effected as the a result of a demand for payment of certain costs such assignment (and, if applicable, one or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assigneemore other assignments) contemplated by this Section. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected A Lender shall not be required to make any such assignment and or delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Noticeprior thereto, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling the Borrower or the Administrative Agent to require such assignment and delegation cease to apply. Nothing in Solely for purposes of effecting any assignment involving a Defaulting Lender or Non-Consenting Lender under this Section 3.11 shall limit or impair (A) any rights that any Borrower or 2.14 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent may have against any as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender that to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender is a Defaulting Lender or (B) Agent’s rights to replace a Non-Consenting Lender in accordance with Section 13.4and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement If any Lender (“Replacement Lender”) for a Lender seeking payment or requests compensation under Sections 3.6Section 2.11 [Increased Costs] or notifies the Borrower of its inability to make, 3.7maintain, 3.9 or 5.10 fund any Eurodollar Rate Advances pursuant to Section 2.09 [Illegality], or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of this Agreement (any Lender pursuant to Section 2.13 [Taxes] and, in each case, such Lender has declined or that is unable to designate a different lending office in accordance with Section 2.13(a) [Designation of a Different Lending Office], or if any Lender is a Defaulting Lender (any such or a Non-Consenting Lender, an “Affected then the Borrower may, at its sole expense and effort (and in the case of a Defaulting Lender”)), which Replacement the Administrative Agent may) upon notice to such Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Administrative Agent, require such Lender that will purchase all outstanding Obligations owed to such Affected Lender assign and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitmentdelegate, without recourse, to such Replacement Lender recourse (in accordance with and subject to the provisions restrictions contained in, and consents required by, Section 9.07 [Successors and Assigns]), all of its interests, rights (other than its existing rights to payments pursuant to Section 13.32.11 [Increased Costs] or Section 2.13 [Taxes]) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) as to assignments required by the Borrower, (a) the Borrower Agent and Issuing Bank shall have consented thereto paid to the Administrative Agent the assignment fee (if any) specified in writingSection 9.07 [Successors and Assigns], unless such fee has been waived by the Administrative Agent; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its applicable Advances, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.09 [Breakage Costs] and with respect to any Non-Consenting Lender, any Applicable Premium) from the assignee (to the extent of such outstanding principal and accrued but unpaid interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.11 [Increased Costs] or such Lender’s inability to make, maintain or fund Eurodollar Rate Advances pursuant to Section 2.09 [Illegality] or payments required to be made pursuant to Section 2.14 [Mitigation Obligations; Replacement of Lenders], such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, or payments thereafter; (civ) such assignment does not conflict with Applicable Laws any applicable Legal Requirement; and (v) with respect to a Non-Consenting Lender, the proposed amendment, modification, waiver, consent or regulationsrelease with respect to this Agreement or any other Loan Document has been approved by the Majority Lenders and such agreement, (d) (i) Borrowers amendment, waiver, consent or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs release can be effected as the a result of a demand for payment of certain costs such assignment (and, if applicable, one or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assigneemore other assignments) contemplated by this Section. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected A Lender shall not be required to make any such assignment and or delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Noticeprior thereto, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling the Borrower or the Administrative Agent to require such assignment and delegation cease to apply. Nothing in Solely for purposes of effecting any assignment involving a Defaulting Lender or Non-Consenting Lender under this Section 3.11 shall limit or impair (A) any rights that any Borrower or 2.14 [Mitigation Obligations; Replacement of Lenders] and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent may have against any as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender that to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender is a Defaulting Lender or (B) Agent’s rights to replace a Non-Consenting Lender in accordance with Section 13.4and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement If any Lender (“Replacement Lender”) for a Lender seeking payment or requests compensation under Sections 3.6Section 3.2(a), 3.7, 3.9 or 5.10 if the Borrower is required to pay any amounts to any Lender or any Governmental Authority for the account of this Agreement (any Lender pursuant to Section 13.8 or that if any Lender is a Defaulting Lender (any such or a Non-Consenting Lender, an “Affected Lender”))then the Borrower may, which Replacement at its sole expense and effort, upon notice to such Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Administrative Agent, require such Lender that will purchase all outstanding Obligations owed to such Affected Lender assign and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitmentdelegate, without recourse, to such Replacement Lender recourse (in accordance with and subject to the provisions restrictions contained in, and consents required by, ‎Article XII (and with the $3,500 assignment fee being payable by the Borrower)) all of Section 13.3its interests, rights and obligations under this Agreement and the related Transaction Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that, : (ai) Borrower Agent and Issuing Bank such Lender shall have consented thereto received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Transaction Documents (including any amounts under Section 2.7) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in writingthe case of all other amounts); (ii) in the case of any such assignment resulting from a claim for compensation under Section 3.2(a) or payments required to be made pursuant to Section 13.8, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, or payments thereafter; (ciii) such assignment does not conflict with Applicable Laws Law; and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or regulations, consent. Each party hereto agrees that (da) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent an assignment required pursuant to this Section 13.3 12.2 may be effected pursuant to an Assignment Agreement executed by the Borrower, the Administrative Agent and the assignee and (iib) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any case where such replacement occurs assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignmentapplicable Lender; provided, further, that, each Replacement Lender further that any such documents shall be an Eligible Assignee. Such Affected Lender shall be entitled without recourse to receive, in cash, concurrently with such assignment, all amounts owed to it under or warranty by the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4parties thereto.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement Lender (“Replacement Lender”a) for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which The Replacement Lender shall be reasonably satisfactory hereby consents to this Amendment. The Administrative Agent hereby (i) consents to this Amendment and consents to the Issuing Bank. In assignment of the event Borrower Agent obtains a Replacement then outstanding Loans of each Non-Consenting Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with Sections 3.07 and 10.07 of the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 Credit Agreement and (ii) agrees that no assignment fees specified in Section 10.07(b) shall be required to be paid by the Parent Borrower in connection with such assignment. The Replacement Lender, the Administrative Agent and the Parent Borrower acknowledge and agree that, upon the deemed assignment of any case where Loans from Non-Consenting Lenders, the Replacement Lender (i) shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Credit Agreement and other Loan Documents with Loans in an amount equal to the aggregate principal amount of all Loans of the Non-Consenting Lenders assigned thereto, (ii) appoints and authorizes the Administrative Agent to take such replacement occurs action as agent on its behalf and to exercise such powers under the result Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iii) shall perform all the obligations of and shall have all rights of a demand for payment Lender thereunder. After the assignment of certain costs or Taxes pursuant Loans by each Non-Consenting Lender to Sections 3.6the Replacement Lender as contemplated above, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through (i) the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assigneehold (x) $62,217,943.27 of Term B-1 Dollar Loans and (y) $78,248,641.74 of Term B-2 Dollar Loans and (ii)(x) the Replacement Lender and the Consenting Term B-1 Dollar Lenders shall together hold all of the Term B-1 Dollar Loans and (y) the Replacement Lender and the Consenting Term B-2 Dollar Lenders shall together hold all of the Term B-2 Dollar Loans. (b) The Replacement Lender hereby agrees, and by its execution of a Lender Addendum, each Consenting Lender agrees, that if the Term B-1 Dollar Loans or Term B-2 Dollar Loans of such Consenting Lender immediately prior to the Amendment No. Such Affected 6 Effective Date exceed the Loans of such Class allocated to such Lender by the Lead Arrangers, Loans of such Class in the amount of such excess shall be entitled assigned by such Lender to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement NoticeLender, as a result of a waiver by such Affected Lender or otherwiseat par, upon the circumstances entitling Borrower Agent to require such assignment and delegation cease to applyAmendment No. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.46 Effective Date.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement Lender (“Replacement Lender”) for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event that SIHL, any other ------------------ Borrower Agent obtains or any other Guarantor becomes obligated to pay any additional material amounts to any Lender pursuant to Section 4.3 or 4.5 (which amounts ----------- --- are not due or payable to all Lenders generally under such Sections) or such Lender is not able to make LIBO Rate Loans pursuant to Section 4.1, as a Replacement ----------- result of any event or condition described in any of such Sections, or any Lender that will purchase all outstanding Obligations owed is subject to a withholding tax for which it seeks a gross up pursuant to Section 4.6, then, unless such Affected Lender has removed or cured the conditions ----------- creating the cause of such obligation to pay such additional amounts or agrees (in the case of Taxes) not to require any Obligor to pay such gross up amount under Section 4.6, SIHL may designate one or more substitute lenders ----------- (and assume its Revolver Commitment hereunder within ninety (90) days following notice such Lender agrees to Agent be replaced by such substitute lender upon and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions terms set forth in this Section) reasonably acceptable to the Administrative Agent and Issuer (such lender or lenders each called a "Replacement Lender") to have assigned to it pursuant to Section 10.11.1, and ------------------- --------------- to purchase, such Lender's rights and obligations with respect to its entire Loans and Commitment hereunder, without recourse to or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount payable to such Lender with respect to its Loans and Commitment hereunder, plus any accrued and unpaid interest and accrued and unpaid fees in respect of Section 13.3; provided such Lender's Loans and Commitment owing to such Lender. SIHL agrees that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in so long as the Borrowers are not then obligated to pay any gross up for Taxes under a reduction in such compensation and payment then payable Loan Document to the Affected LenderAdministrative Agent, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or it will first designate the Administrative Agent as the Replacement Lender in the case of another Lender that has required the Borrowers (or any Obligor) to pay any gross up for Taxes under a Loan Document and the Administrative Agent shall have reimbursed such Affected the right (but be under no obligation) to have assigned to them an equal amount of the Loans and Commitments (and corresponding rights and obligations) of the Lender for being replaced. Upon any administrative fee payable assignment and purchase by such Affected the Replacement Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs all other amounts owing to the Lender being replaced hereunder (including under Section 4.6), and the ----------- payment to the Administrative Agent of the processing fee due to it under Section 10.11.1, such Lender shall no longer be a party hereto or Taxes have any --------------- rights or obligations hereunder, and the Replacement Lender shall succeed to the rights and obligations of such Lender with respect to its Loans and Commitment hereunder; provided that the rights of such replaced Lender -------- pursuant to Sections 3.64.3, 3.74.4, 3.9 or 5.104.5, Borrowers have paid all increased costs for 4.6, 10.3 and Taxes to which such Affected Lender is entitled to under such Sections 3.610.4, 3.7, 3.9 or 5.10 through and the date rights and ------------ --- --- --- ---- ---- obligations of such sale Lender pursuant to Article IX and assignment; providedSections 10.3 and 10.4, further, that, each Replacement Lender ---------- ------------- ---- shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make survive any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing described in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4Section.

Replacement Lender. Borrower Agent may obtainSubject to the last sentence of this Section 5.08, at Borrowers’ expense, a replacement if any Lender (a “Replacement Subject Creditor”) (a) claims material compensation from the Borrower under (or suspends certain of its obligations by virtue of) Section 5.01, 5.03, 5.04 or 5.05 hereof (without prejudice to any amounts then due to such Lender under Section 5.01, 5.03, 5.04 or 5.05 hereof) or (b) fails to make any Loan required to be made by it on the date specified therefor, the Borrower may designate a willing bank or other financial institution (a “Substitute Lender”) acceptable to the Majority Bank Lenders, that may or may not at such time be a Lender, to assume in accordance with Section 10.05(b) hereof all (but not part of) the Commitments and the obligations of such Subject Creditor hereunder and to purchase the outstanding Loans held by such Subject Creditor and such Subject Creditor’s rights hereunder, in each case on a date mutually acceptable to the Substitute Lender and the Borrower, without recourse upon, or warranty by, or expense to, such Subject Creditor, for a Lender seeking payment or compensation under Sections 3.6purchase price equal to the outstanding principal amount of the Loans held by such Subject Creditor plus all interest accrued thereon and all other amounts owing to such Subject Creditor hereunder, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any and upon such assumption and purchase by the Substitute Lender, an “Affected Lender”)), which Replacement such Substitute Lender shall be reasonably satisfactory deemed to Agent be a “Lender” for purposes of the Financing Documents and a “Lender” hereunder (except as provided in the Issuing Banknext succeeding sentence) and such Subject Creditor shall cease to be a “Lender” for purposes of the Financing Documents and a “Lender” hereunder (but shall continue to benefit from Sections 5.01, 5.05 and 10.06 hereof and Section 15.14 of the Common Security Agreement) and shall no longer have any obligations hereunder. In Anything in the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable foregoing to the Affected Lendercontrary notwithstanding, (c) such assignment does not conflict with Applicable Laws or regulationsunless the Administrative Agent otherwise agrees, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Substitute Lender that is a Defaulting bank or other financial institution that (1) has not assumed all risks of a Lender hereunder (by virtue of a participation to another Person or otherwise) or is unable to vote independently its interests hereunder (by virtue of an agreement with another Person or otherwise) or (B2) Agent’s rights has received any direct or indirect additional collateral or support for its extensions of credit hereunder shall not be permitted to replace (x) attend confidential Lender meetings among the other Lenders and their advisors, (y) receive confidential communications of the other Lenders or their advisors or (z) vote its Commitments or its Loans on any matter where the vote of the Lenders or any of them is necessary or advisable (and, in the event that such a vote is taken, the Commitments and the Loans of such Substitute Lender in accordance with Section 13.4shall be disregarded for purposes of computation).

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement If (i) any Lender (“Replacement Lender”) for a Lender seeking payment or requests compensation under Sections 3.6Section 2.11, 3.7or the Borrower or a Guarantor is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, 3.9 (ii) any Lender suspends its obligations to make, maintain or 5.10 of this Agreement fund Eurodollar Advances pursuant to Section 2.4(c)(iii) or Section 2.9, (or that iii) any Lender is a Defaulting Lender or (iv) any Lender is a Non-Consenting Lender (any such LenderLender described in the foregoing clause (i), an (ii), (iii), or (iv), a “Affected Subject Lender”), then the Borrower may, at its sole expense and effort (and in the case of a Defaulting Lender, the Administrative Agent may) upon notice to such Subject Lender and the Administrative Agent (or, if elected by the Administrative Agent with respect to a Defaulting Lender, upon notice by the Administrative Agent to the Borrower), which Replacement require such Subject Lender shall be reasonably satisfactory to Agent assign and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitmentdelegate, without recourse, to such Replacement Lender recourse (in accordance with and subject to the provisions restrictions contained in, and consents required by, Section 9.7), all of its interests, rights (other than its existing rights to payments pursuant to Section 13.32.11 or Section 2.13) and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) as to assignments required by the Borrower, (a) the Borrower Agent and Issuing Bank shall have consented thereto paid to the Administrative Agent the assignment fee (if any) specified in writingSection 9.7, unless such fee has been waived by the Administrative Agent; (bii) such Subject Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Advances and participations in outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.10) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.11 or payments required to be made pursuant to Section 2.13, such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, or payments thereafter; (civ) such assignment does not conflict with Applicable Laws applicable Legal Requirements; and (v) with respect to a Non-Consenting Lender, the proposed amendment, modification, waiver, consent or regulationsrelease with respect to this Agreement or any other Credit Document has been approved by the Majority Lenders and such agreement, (d) (i) Borrowers amendment, waiver, consent or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs release can be effected as the a result of a demand for payment of certain costs such assignment (and, if applicable, one or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assigneemore other assignments) contemplated by this Section. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected A Lender shall not be required to make any such assignment and or delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Noticeprior thereto, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling the Borrower Agent to require such assignment and delegation cease to apply. Nothing in Solely for purposes of effecting any assignment involving a Defaulting Lender under this Section 3.11 shall limit or impair (A) any rights that any Borrower or 2.14 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent may have against any as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender that to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender is a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. In lieu of the Borrower or (B) Agentthe Administrative Agent replacing a Defaulting Lender as provided in this Section 2.14, the Borrower may terminate such Defaulting Lender’s rights to replace a Lender Commitment as provided in accordance with Section 13.42.1(b)(ii).

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement Lender If: (“Replacement Lender”a) for a Lender seeking payment exercises its rights under Section 11.2, Section 11.3 or compensation Section 11.4; (b) the Borrower is required under Sections 3.6Section 7.3 to deduct any withholding Taxes in respect of amounts owing to any Lender; (c) any Lender withholds its consent to any amendment, 3.7consent or determination requested by the Borrower which requires the approval of the Lenders and as a consequence thereof such amendment, 3.9 consent or 5.10 of this Agreement determination cannot be obtained; (or that is d) a Fronting Xxxxxx has resigned as a Fronting Lender and terminated its Fronted LC Commitment pursuant to Section 3.9(k)(i); or (e) a Lender becomes a Defaulting Lender; the Borrower may, treating each affected Lender rateably and in the same manner as other Lenders subject to similar circumstances (any all such Lenders being the "Affected Lenders"): (i) replace all Affected Lenders by reaching satisfactory arrangements with one or more existing Lenders or new Lenders that are acceptable to the Agent and each Fronting Lender, an “each acting reasonably, for the purchase of all of such Affected Lender”)), which Replacement Lender shall be reasonably satisfactory Lenders' Commitments as long as: (A) such purchasing Lender(s) unconditionally offers in writing (with copy to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will Agent) to purchase all of the rights and obligations of the Affected Lender(s) including all outstanding Obligations Borrowings owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90Lender(s) days following notice for a purchase price equal to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable aggregate Borrowings owed to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (dLender(s) (ipayable in immediately available funds); (B) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent obligations of the Borrower owing pursuant to Section 13.3 7.3 and Section 11.1 to the Affected Lender(s) are paid in full to the Affected Lender(s) concurrently with such replacement; and (C) all requirements set forth in Section 13.1 with respect to such assignment are complied with, including entering into of a Lender Transfer Agreement and the payment by the purchasing Lender to the Agent (for the Agent's own account) of the assignment fee contemplated in Section 13.1, unless waived by the Agent; or (ii) in any case where so long as no Default or Event of Default has occurred and is continuing and without regard to Section 4.4, irrevocably cancel all but not part of the Affected Lenders' Commitments if the Borrower has prepaid or otherwise reduced (or will concurrently prepay or otherwise reduce) all Borrowings outstanding to such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6Affected Lenders, 3.7, 3.9 or 5.10, Borrowers have and paid all increased costs for accrued interest and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date other charges and fees in respect of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4Borrowings.

Replacement Lender. (a) If at any time the Borrower Agent may obtainbecomes obliged to prepay any amount in accordance with Section 2.9 or pay any compensation under Section 2.10 to any Lender, then the Borrower shall have the right, at Borrowers’ expenseits sole expense and effort and provided that no Default or Event of Default then exists or would exist after giving effect to such replacement, on ten (10) Business Days prior written notice to the Administrative Agent and such Lender, to replace such Lender by requiring such Lender to (and such Lender shall) assign and delegate, without recourse, pursuant to Section 10.13 all (and not part only) of its rights and obligations under this Agreement to a replacement Lender or another bank or financial institution (a “Replacement Lender”) selected by the Borrower for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 purchase price in cash payable at the time of this Agreement (or that is a Defaulting Lender (any assignment equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest, an “Affected Lender”))fees, which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender other amounts payable in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented relation thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignmentFinancing Documents. An Affected A Lender shall not be required to make any such assignment and or delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Noticeprior thereto, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling the Borrower Agent to require such assignment and delegation cease to apply. Nothing in . (b) The replacement of a Lender pursuant to this Section 3.11 2.13 shall limit or impair be subject to the following conditions: (Ai) all obligations of the Borrower then owing to the replaced Lender (other than those specifically described in paragraph (a) above in respect of which the assignment purchase price has been paid but including all amounts, if any, owing under any rights that any Financing Document) to be paid in full to such replaced Lender concurrently with such replacement; (ii) the Borrower or Agent may shall have against any Lender that is a Defaulting Lender or (B) Agent’s rights no right to replace the Administrative Agent or Security Agent; (iii) neither the Administrative Agent nor the Lender shall have any obligation to the Borrower to find a Replacement Lender; and (iv) in no event shall the Lender in accordance replaced under this Section 2.13 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Financing Documents. (c) The Replacement Lender shall enter into the Assignment and Acceptance pursuant to Section 10.13 pursuant to which the Replacement Lender shall acquire all of the outstanding Loans of the replaced Lender. Upon receipt by the replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and is authorized (which authorization is coupled with an interest) to execute the Assignment and Acceptance on behalf of such replaced Lender and any such Assignment and Acceptance so executed by the Administrative Agent, and the Replacement Lender shall be effective for purposes of this Section 13.42.13 and Section 10.

Replacement Lender. In the event any Lender becomes a Delinquent Lender and none of the other Lenders elects to be an Electing Lender pursuant to Section 10.18, Borrower Agent may obtainshall have the right, at Borrowers’ expenseany time, provided there exists no Default or Event of Default, to replace the Delinquent Lender as a Lender with another bank, financial institution, insurance company or investment company or fund reasonably acceptable to the Required Lenders on the then-existing terms and conditions of the Loan Documents (such replacement institution, a replacement Lender (“"Replacement Lender”) "). If Borrower opts to exercise such right, it shall give notice thereof to Administrative Agent, which notice shall specify the proposed Replacement Lender. Administrative Agent shall promptly send a copy of such notice to each Lender. If the Required Lenders do not reasonably disapprove the Replacement Lender, Administrative Agent shall so notify Borrower and each Lender and the Delinquent Lender shall assign all of the rights in respect of its Loan, and the Replacement Lender shall assume all the Delinquent Lender's obligations in respect of such Loan, pursuant to an agreement substantially in the form of an Assignment and Assumption Agreement. In connection with such assignment and assumption, the Replacement Lender shall pay the Delinquent Lender an amount equal to the outstanding principal amount under the Delinquent Lender's Note plus all interest accrued thereon plus all other amounts then due and payable to the Delinquent Lender. Upon the effective date of such assignment and assumption and the payment by the Replacement Lender to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $3,500, the Replacement Lender shall become a "Lender" for all purposes hereunder, with a Loan Commitment in an amount equal to the former Loan Commitment of the Delinquent Lender, and the Delinquent Lender's Loan Commitment shall automatically be reduced to zero. In connection with the foregoing, Borrower shall execute and deliver to the Replacement Lender seeking payment substitute Notes substantially in the forms of EXHIBIT B-1, X-0 xxx/xx X-0, xx applicable, with each stating: "This Note is a substitute [Tranche A, B or compensation under Sections 3.6C, 3.7as applicable] Note as contemplated by Section 10.22 of the Loan Agreement; it replaces and is in lieu of that certain [Tranche A, 3.9 B or 5.10 C, as applicable] Note made by [Maker] dated [date of Note] to the order of [Delinquent Lender] in the principal sum of [Delinquent Lender's original Tranche A, B or C Loan Commitment, as applicable]." Such substitute notes shall constitute Notes and the obligations evidenced thereby shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents and shall be secured by the Mortgages. In connection with Borrower's execution and delivery of substitute notes as aforesaid, (or i) Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute notes and any related documents as Administrative Agent may reasonably request and (ii) the Delinquent Lender will return to Borrower its notes that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which were replaced; provided that the delivery of substitute notes to the Replacement Lender pursuant to this Section 10.22 shall be reasonably satisfactory operate to void and replace the notes previously held by the Delinquent Lender regardless of whether or not the Delinquent Lender returns the same as required hereby. If the Replacement Lender is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 10.13. Borrower, Administrative Agent and Lenders shall execute such modifications to the Issuing Bank. In Loan Documents as shall, in the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and reasonable judgment of Administrative Agent, be necessary or desirable in connection with the Affected Lender substitution of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender Lenders in accordance with the foregoing provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank this Section. Lenders shall have consented thereto in writing, (b) such assignment will in fact result in reasonably cooperate with Borrower's attempts to obtain a reduction in such compensation and payment then payable to the Affected Replacement Lender, (c) such assignment does but they shall not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender be obligated to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under modify the Loan Documents through in connection therewith, other than modifications pursuant to the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4immediately preceding paragraph.

Replacement Lender. If (i) any Lender requests compensation under Section 2.15, (ii) any Borrower Agent may obtainis required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) any Lender is a Defaulting Lender, (iv) any Lender gives notice pursuant to Section 2.20, (v) any Lender shall decline to consent to a modification or waiver of the terms of this Agreement or any other Loan Document requested by the Parent, (vi) any Lender is a Declining Lender or Protesting Lender, or (vii) any Lender has, or is 100% owned, directly or indirectly, by a company that has, a non-investment grade rating from Xxxxx’x or S&P or another nationally recognized rating agency, then the Parent may, at Borrowers’ expenseits sole expense and effort (and in the case of a Defaulting Lender, the Administrative Agent may), upon notice to such Lender and the Administrative Agent (or, if elected by the Administrative Agent with respect to a replacement Defaulting Lender, upon notice by the Administrative Agent to the Parent), require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.17 and obligations under this Agreement and the Loan Documents to an assignee permitted by Section 9.04 that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment)(such assignee being referred to as a “Replacement Lender”); provided that: (A) for a each party required to consent to such assignment under Section 9.04 shall have provided its prior written consent to such assignment; (B) as to assignments required by the Parent, the Administrative Agent shall have been paid the assignment fee (if any) specified in Section 9.04; (C) such Lender seeking shall have received payment or compensation of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under Sections 3.6, 3.7, 3.9 or 5.10 of this Agreement the other Loan Documents (or that is a Defaulting Lender (including any such Lender, an “Affected Lender”amounts under Section 2.16(b)), which Replacement Lender shall from the assignee (to the extent of such outstanding principal and accrued interest and fees) or a Borrower (in the case of all other amounts); (D) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be reasonably satisfactory made pursuant to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”)Section 2.17, the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, or payments thereafter; (cE) such assignment does not conflict with Applicable Laws applicable Legal Requirements; (F) in the case of any assignment(s) resulting from any Lender(s) that have declined to consent to a modification or regulationswaiver of the terms of this Agreement or any other Loan Document requested by the Parent, such modification or waiver would receive approval of the Required Lenders, after giving effect to such assignment(s); (dG) (i) Borrowers or in the case of any assignment of a Declining Lender’s Commitments, the relevant Replacement Lender have reimbursed Lender, after giving effect to such Affected Lender for any administrative fee payable by such Affected Lender assignment, elects to Agent extend its Commitment pursuant to Section 13.3 and 2.22 to a date which shall be the latest Maturity Date for any Commitments then in effect under this Agreement (iiafter giving effect to the latest Extension Effective Date); and (H) in the case of any case where such replacement occurs as the result assignment of a demand for payment of certain costs or Taxes pursuant Protesting Lender’s Commitments, the relevant Lender, after giving effect to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed approves the relevant request to it under add a Borrowing Subsidiary (and such Lender’s assumption of the Loan Documents through the date of assignmentProtesting Lender’s Commitments shall constitute such approval). An Affected A Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Noticeprior thereto, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent the Parent to require such assignment and delegation cease to apply. Nothing in Solely for purposes of effecting any assignment involving a Defaulting Lender under this Section 3.11 shall limit or impair (A) any rights that any Borrower or 2.19 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent may have against any as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender that to execute, acknowledge and deliver the Assignment and Assumption required hereunder if such Lender is a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. In lieu of the Parent or the Administrative Agent replacing a Defaulting Lender as provided in this Section 2.19, the Parent may terminate such Defaulting Lender’s Commitment as provided in Section 2.08(c). If the Maturity Date has been extended for any Lender(s) pursuant to Section 2.22, the assignment pursuant to this Section 2.19(b) shall specify the Maturity Date applicable to the Commitment of such Replacement Lender pursuant to this Section 2.19(b), which Maturity Date shall be the same as that for the Commitment of the Lender being replaced, unless such Lender is being replaced pursuant to Section 2.19(b)(vi), in which case such Maturity Date shall be the latest Maturity Date for any Commitments then in effect under this Agreement (B) Agent’s rights after giving effect to replace a Lender in accordance with Section 13.4the latest Extension Effective Date).

Replacement Lender. If any Lender becomes a Delinquent Lender and none of the other Lenders elects to be an Electing Lender pursuant to Section 10.16, Borrower Agent may obtainshall have the right, at Borrowers’ expenseprovided there exists no Default or Event of Default, to cause an Eligible Lender to assume the Delinquent Lender’s obligations with respect to the entire undisbursed portion of the Delinquent Lender’s Individual Loan Commitment on the then-existing terms and conditions of the Loan Documents (such replacement institution, a replacement Lender (“Replacement Lender”). Such assumption shall be pursuant to a written instrument satisfactory to Agent. Upon such assumption and the payment by the Replacement Lender to Agent of a fee, for Agent’s own account, in the amount of $5,000 plus all of Agent’s reasonable costs and expenses (including, without limitation, attorneys’ fees) for a Lender seeking payment or compensation under Sections 3.6incurred in connection with such assumption, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which the Replacement Lender shall be reasonably satisfactory become a “Lender” for all purposes hereunder, with an Individual Loan Commitment in an amount equal to Agent and the Issuing Bank. In entire undisbursed portion of the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower AgentDelinquent Lender’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Individual Loan Commitment, without recourse, and the Delinquent Lender’s Individual Loan Commitment shall automatically be reduced by the entire undisbursed portion of the Delinquent Lender’s Individual Loan Commitment (and until such time Agent shall have no obligation to such communicate with or accept or take into account any communication from any Replacement Lender and Agent shall continue to deal solely and directly with any such the Delinquent Lender in connection with the Loan, this Agreement and the other Loan Documents). In connection with the foregoing, Borrower shall execute and deliver to the Replacement Lender and the Delinquent Lender, at the cost and expense of the Delinquent Lender, replacement notes substantially in the form of Exhibit E and stating: “This Note is a replacement note as contemplated by Section 10.20 of the Loan Agreement; it replaces and is in lieu of that certain note made by Maker dated [date of Note] to the order of [Delinquent Lender] in the principal sum of [Delinquent Lender’s original Individual Loan Commitment].” Such replacement notes shall be in amounts equal to, in the case of the Replacement Lender’s note, the entire undisbursed portion of the Delinquent Lender’s Individual Loan Commitment and, in the case of the Delinquent Lender’s note, its Individual Loan Commitment, as reduced as aforesaid. Such replacement notes shall constitute “Notes” and the obligations evidenced thereby shall be secured by the Mortgage. In connection with Borrower’s execution of replacement notes as aforesaid, Borrower shall deliver to Agent such evidence of the due authorization, execution and delivery of the replacement notes and any related documents as Agent may reasonably request. If the Replacement Lender is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 10.13. The execution and delivery of replacement notes as required above shall be a condition precedent to any further advances of Loan proceeds. Upon receipt of its replacement note, the Delinquent Lender will return to Borrower its note(s) that was replaced, provided that the delivery of a replacement note to the Delinquent Lender pursuant to this Section 10.20 shall operate to void and replace the note(s) previously held by the Delinquent Lender regardless of whether or not the Delinquent Lender returns same as required hereby. A Replacement Lender’s assumption of the Delinquent Lender’s obligations pursuant to this Section 10.20 shall not be deemed a cure of the Delinquent Lender’s failure to perform its obligations under this Agreement and in such event the Delinquent Lender shall remain and be deemed to be for all purposes under this Agreement and the other Loan Documents a Delinquent Lender. At the cost and expense of the Delinquent Lender, Borrower, Agent and Lenders shall execute such modifications to the Loan Documents as shall, in the reasonable judgment of Agent, be necessary or desirable in connection with the substitution of Lenders in accordance with the foregoing provisions of Section 13.3; provided thatthis Section. Lenders shall reasonably cooperate with Borrower’s attempts to obtain a Replacement Lender, (a) Borrower Agent and Issuing Bank but they shall have consented thereto not be obligated to modify the Loan Documents in writingconnection therewith, (b) such assignment will in fact result in a reduction in such compensation and payment then payable other than modifications pursuant to the Affected immediately preceding paragraph. As part of the first advance of Loan proceeds following the admission of the Replacement Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable shall advance to Borrower, subject to the satisfaction of all conditions of this Agreement, an amount equal to the amounts paid by such Affected Lender to Agent Borrower pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.42.1(ii).

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement Lender (“Replacement Lender”) for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan DDTL Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected LenderXxxxxx’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement If (i) any Lender (“Replacement Lender”) for a Lender seeking payment or requests compensation under Sections 3.6Section 2.11, 3.7or the Borrower or a Guarantor is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, 3.9 (ii) any Lender suspends its obligations to make, maintain or 5.10 of this Agreement fund Eurodollar Advances pursuant to Section 2.4(c)(iii) or Section 2.9, (or that iii) any Lender is a Defaulting Lender or (iv) any Lender is a Non-Consenting Lender (any such LenderLender described in the foregoing clause (i), an (ii), (iii), or (iv), a “Affected Subject Lender”), then the Borrower may, at its sole expense and effort (and in the case of a Defaulting Lender, the Administrative Agent may) upon notice to such Subject Lender and the Administrative Agent (or, if elected by the Administrative Agent with respect to a Defaulting Lender, upon notice by the Administrative Agent to the Borrower), which Replacement require such Subject Lender shall be reasonably satisfactory to Agent assign and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitmentdelegate, without recourse, to such Replacement Lender recourse (in accordance with and subject to the provisions restrictions contained in, and consents required by, Section 9.7), all of its interests, rights (other than its existing rights to payments pursuant to Section 13.32.11 or Section 2.13) and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) as to assignments required by the Borrower, (a) the Borrower Agent and Issuing Bank shall have consented thereto paid to the Administrative Agent the assignment fee (if any) specified in writingSection 9.7, unless such fee has been waived by the Administrative Agent; (bii) such Subject Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.10) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.11 or payments required to be made pursuant to Section 2.13, such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, or payments thereafter; (civ) such assignment does not conflict with Applicable Laws applicable Legal Requirements; (v) with respect to a Non-Consenting Lender, the proposed amendment, modification, waiver, consent or regulations, release with respect to this Agreement or any other Credit Document has been approved by the Majority Lenders (d) (i) Borrowers or the Replacement Majority Revolving Lenders or the Majority Term Lenders, as the case may be) and such agreement, amendment, waiver, consent or release can be effected as a result of such assignment (and, if applicable, one or more other assignments) contemplated by this Section; and (vi) if such Lender have reimbursed is being replaced solely as a result of it being a Defaulting Lender, then such Affected Lender for may only be replaced in its capacity as a Revolving Lender and, if it has any administrative fee payable by such Affected unused Term Commitment, in its capacity as a Term Lender to Agent pursuant to Section 13.3 and (ii) but, in any case where such replacement occurs event, if its Term Commitment is fully funded, then not in its capacity as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible AssigneeTerm Lender. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected A Lender shall not be required to make any such assignment and or delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Noticeprior thereto, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling the Borrower Agent to require such assignment and delegation cease to apply. Nothing in Solely for purposes of effecting any assignment involving a Defaulting Lender under this Section 3.11 shall limit or impair (A) any rights that any Borrower or 2.14 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent may have against any as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender that to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender is a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. In lieu of the Borrower or (B) Agentthe Administrative Agent replacing a Defaulting Lender as provided in this Section 2.14, the Borrower may terminate such Defaulting Lender’s rights to replace a Lender Commitments as provided in accordance with Section 13.42.1(c)(iii).

Replacement Lender. In the event that KIL, any other Borrower or any other Guarantor becomes obligated to pay any additional material amounts to any Lender pursuant to Section 4.3 or 4.5 (which amounts are not due or payable to all Lenders generally under such Sections) or such Lender is not able to make LIBO Rate Loans pursuant to Section 4.1, as a result of any event or condition described in any of such Sections, or any Lender is subject to a withholding tax for which it seeks a gross up pursuant to Section 4.6, then, unless such Lender has removed or cured the conditions creating the cause of such obligation to pay such additional amounts or agrees (in the case of Taxes) not to require any Obligor to pay such gross up amount under Section 4.6, KIL may designate one or more substitute lenders (and such Lender agrees to be replaced by such substitute lender upon and in accordance with the terms set forth in this Section) reasonably acceptable to the Administrative Agent may obtain, at Borrowers’ expense, and Issuer (such lender or lenders each called a replacement Lender (“Replacement Lender”) to have assigned to it pursuant to Section 10.11.1, and to purchase, such Lender’s rights and obligations with respect to its entire Loans and Commitment hereunder, without recourse to or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount payable to such Lender seeking payment or compensation with respect to its Loans and Commitment hereunder, plus any accrued and unpaid interest and accrued and unpaid fees in respect of such Lender’s Loans and Commitment owing to such Lender. KIL agrees that, so long as the Borrowers are not then obligated to pay any gross up for Taxes under Sections 3.6a Loan Document to the Administrative Agent, 3.7, 3.9 or 5.10 it will first designate the Administrative Agent as the Replacement Lender in the case of this Agreement another Lender that has required the Borrowers (or that is any Obligor) to pay any gross up for Taxes under a Defaulting Loan Document and the Administrative Agent shall have the right (but be under no obligation) to have assigned to them an equal amount of the Loans and Commitments (and corresponding rights and obligations) of the Lender being replaced. Upon any assignment and purchase by the Replacement Lender and payment of all other amounts owing to the Lender being replaced hereunder (any such Lender, an “Affected Lender”)including under Section 4.6), which and the payment to the Administrative Agent of the processing fee due to it under Section 10.11.1, such Lender shall no longer be a party hereto or have any rights or obligations hereunder, and the Replacement Lender shall be reasonably satisfactory succeed to Agent the rights and the Issuing Bank. In the event Borrower Agent obtains a Replacement obligations of such Lender that will purchase all outstanding Obligations owed with respect to such Affected Lender its Loans and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3hereunder; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) that the rights of such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement replaced Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.64.3, 3.74.4, 3.9 or 5.104.5, Borrowers have paid all increased costs for 4.6, 10.3 and Taxes to which such Affected Lender is entitled to under such Sections 3.610.4, 3.7, 3.9 or 5.10 through and the date rights and obligations of such sale Lender pursuant to Article IX and assignment; providedSections 10.3 and 10.4, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make survive any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing described in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4Section.

Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement Lender If: (“Replacement Lender”a) for a Lender seeking payment exercises its rights under Section 11.2, Section 11.3 or compensation Section 11.4; (b) the Borrower is required under Sections 3.6Section 7.3 to deduct any withholding Taxes in respect of amounts owing to any Lender; (c) any Lender withholds its consent to any amendment, 3.7consent or determination requested by the Borrower which requires the approval of the Lenders and as a consequence thereof such amendment, 3.9 consent or 5.10 of this Agreement determination cannot be obtained; (or that is d) a Fronting Lender has terminated its Fronted LC Commitment pursuant to Section 3.11(k)(ii)(B); or (e) a Lender becomes a Defaulting Lender; the Borrower may, treating each affected Lender rateably and in the same manner as other Lenders subject to similar circumstances (any all such Lenders being the "Affected Lenders"): (i) replace all Affected Lenders by reaching satisfactory arrangements with one or more existing Lenders or new Lenders that are acceptable to the Agent and each Fronting Lender, an “each acting reasonably, for the purchase of all of such Affected Lender”)), which Replacement Lender shall be reasonably satisfactory Lenders' Commitments as long as: (A) such purchasing Lender(s) unconditionally offers in writing (with copy to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will Agent) to purchase all of the rights and obligations of the Affected Lender(s) including all outstanding Obligations Borrowings owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90Lender(s) days following notice for a purchase price equal to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable aggregate Borrowings owed to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (dLender(s) (ipayable in immediately available funds); (B) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent obligations of the Borrower owing pursuant to Section 13.3 7.3 and Section 11.1 to the Affected Lender(s) are paid in full to the Affected Lender(s) concurrently with such replacement; and (C) all requirements set forth in Section 13.1 with respect to such assignment are complied with, including entering into of a Lender Transfer Agreement and the payment by the purchasing Lender to the Agent (for the Agent's own account) of the assignment fee contemplated in Section 13.1, unless waived by the Agent; or (ii) in any case where so long as no Default or Event of Default has occurred and is continuing and without regard to Section 4.4, irrevocably cancel all but not part of the Affected Lenders' Commitments if the Borrower has prepaid or otherwise reduced (or will concurrently prepay or otherwise reduce) all Borrowings outstanding to such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6Affected Lenders, 3.7, 3.9 or 5.10, Borrowers have and paid all increased costs for accrued interest and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date other charges and fees in respect of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4Borrowings.

Replacement Lender. Borrower (a) Each of the parties hereto hereby authorizes the Administrative Agent to take such action as may obtainbe reasonably necessary to ensure that the outstanding principal of the Accommodations Outstanding of the Non-Consenting Lender on the Third Amendment Effective Date and the participations in disbursements under Documentary Credits of the Non-Consenting Lender on the Third Amendment Effective Date (such amounts, at Borrowers’ expensecollectively, the “Replacement Amount”) are replaced with an equal amount of Revolving Credit Loans from the Replacement Lender. Subject to the satisfaction of the conditions specified in Section 5 below, but effective as of the Third Amendment Effective Date, the Non-Consenting Lender shall cease to be, and shall cease to have any of the rights and obligations of, a replacement Lender “Revolving Credit Lender” under the Credit Agreement (“Replacement Lender”except (i) for those provisions that expressly provide for their survival with respect to a Revolving Credit Lender seeking payment or compensation under Sections 3.6after such Revolving Credit Lender ceases to be a Revolving Credit Lender, 3.7, 3.9 or 5.10 which provisions shall survive and remain in full force and effect for the benefit of the Non-Consenting Lender and (ii) as provided in clause (c) of this Agreement Section 2). (or b) The Replacement Lender agrees to provide Revolving Credit Commitments in the principal amount for the Replacement Lender set forth on Schedule 3 hereto. The Replacement Lender represents and warrants and the other parties hereto acknowledge that is a Defaulting Lender (any such Lenderi) from and after the Third Amendment Effective Date, an “Affected Lender”)), which the Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with bound by the provisions of Section 13.3; provided that, (a) Borrower Agent the Credit Agreement as a Revolving Credit Lender thereunder and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in the obligations of a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Revolving Credit Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 thereunder and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, will perform in cash, concurrently accordance with such assignment, their terms all amounts owed to it under of the Loan obligations which by the terms of the Credit Documents through the date of assignment. An Affected Lender shall not be are required to be performed by it as a Revolving Credit Lender. (c) From and after the Third Amendment Effective Date, the Administrative Agent shall make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt all payments in respect of the Replacement NoticeAmount (including payments of interest, as a result of a waiver by such Affected fees and other amounts) to the Non-Consenting Lender or otherwisefor amounts which have accrued prior to the Third Amendment Effective Date, and to the circumstances entitling Borrower Agent to require such assignment Replacement Lender for amounts which have accrued from and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4after the Third Amendment Effective Date.

Replacement Lender. Within thirty (30) days after (a) any Lender has demanded compensation from the Borrower Agent may obtainpursuant to Sections 6.2.2, at Borrowers’ expense6.6 or 6.7 hereof, or (b) there shall have occurred a replacement change in law with respect to any Lender (“Replacement Lender”) as a consequence of which it shall have become unlawful for such Lender to make a Lender seeking payment or compensation under Sections 3.6Eurodollar Rate Loan on any Drawdown Date, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender as described in Section 6.5 hereof (any such LenderLender described in the foregoing clauses (a) or (b) is hereinafter referred to as an "Affected Lender "), an “the Borrower may request that the Non-Affected Lenders acquire all, but not less than all, of the Affected Lender”))'s outstanding Loans and assume all, but not less than all, of the Affected Lender's Commitment. If the Borrower so requests, the Non-Affected Lenders may elect to acquire all or any portion of the Affected Lender's outstanding Loans and to assume all or any portion of the Affected Lender's Commitment. If the Non-Affected Lenders do not elect to acquire and assume all of the Affected Lender's outstanding Loans and Commitment, the Borrower may designate a replacement bank or banks, which Replacement Lender shall must be reasonably satisfactory to Agent the Administrative Agent, to acquire and assume that portion of the Issuing Bank. In outstanding Loans and Commitment of the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender not being acquired and assume its Revolver Commitment hereunder within ninety (90) days following notice assumed by the Non-Affected Lenders. The provisions of Section 16 hereof shall apply to Agent all reallocations pursuant to this Section 6.11, and the Affected Lender and any Non-Affected Lenders and/or replacement banks which are to acquire the Loans and Commitment of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell execute and assign its Loansdeliver to the Administrative Agent, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that16 hereof, (a) Borrower Agent such Assignments and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation Acceptances and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent other instruments as are required pursuant to Section 13.3 16 hereof to give effect to such reallocations. Any Non-Affected Lenders and/or replacement banks which are to acquire the Loans and (ii) in any case where such replacement occurs as Commitment of the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled deemed to receive, in cash, concurrently with such assignment, be Eligible Assignees for all amounts owed to it under purposes of Section 16 hereof. On the Loan Documents through the effective date of assignment. An the applicable Assignments and Acceptances, the Borrower shall pay to the Affected Lender shall not be required all interest accrued on its Loans up to make but excluding such date, along with any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by fees payable to such Affected Lender or otherwise, the circumstances entitling Borrower Agent hereunder up to require but excluding such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4date.

Replacement Lender. Borrower Agent may obtain(a) In the event a LENDER becomes a Delinquent Lender and no other LENDER elects to make Advances to meet the Pro Rata Share of Advances that were to have been made by the Delinquent Lender, BORROWER shall have the right, at Borrowers’ expenseany time provided there exists no Event of Default or event which, but for the passage of time or the giving of notice, would be such an Event of Default, to cause another financial institution reasonably acceptable to the REQUIRED LENDERS to assume the Delinquent Lender's obligations with respect to the Delinquency Amount on the then-existing terms and conditions of the Loan Documents (such replacement institution, a replacement Lender (“"Replacement Lender”) "). Such assumption shall be pursuant to a written instrument reasonably satisfactory to the REQUIRED LENDERS. Upon such assumption, the Replacement Lender shall become a "LENDER" for all purposes hereunder, with all Individual Loan Commitment in an amount equal to the Delinquency Amount, and the Delinquent Lender's individual Commitment shall automatically be reduced by the Delinquency Amount. In connection with the foregoing, BORROWER shall execute and deliver to the Replacement Lender and the Delinquent Lender a replacement Revolving Note substantially in the form of the Revolving Note held by the Delinquent Lender seeking payment or compensation under Sections 3.6and stating: "This Note is a replacement Revolving Note as contemplated by Section 9.18 of the Loan Agreement; it replaces and is in lieu of that certain note made by Maker dated [Closing Date] to the order of [Delinquent Lender] in the principal sum of [Delinquent Lender's original individual Revolving Loan Commitment]." Such replacement Revolving Note shall be in amounts equal to, 3.7in the case of the Replacement Lender's Revolving Note, 3.9 or 5.10 the Delinquency Amount and, in the case of the Delinquent Lender's Revolving Note, its individual Commitment, as reduced as aforesaid. Such replacement Revolving Notes shall constitute a "Revolving Note" for purposes of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure other Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, Documents. (b) such assignment will in fact result in LENDERS shall reasonably cooperate with BORROWER's attempts to obtain a reduction in such compensation and payment then payable to the Affected Replacement Lender, (c) but they shall not be obligated to modify the Loan Documents in connection therewith, other than such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or modifications as may be required to reflect the admission of the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender in accordance with Section 13.4LENDER.