Common use of Replacement of Affected Parties Clause in Contracts

Replacement of Affected Parties. (a) If any Liquidity Bank/Purchaser (an “Affected Party’) makes demand upon the Lessee for amounts pursuant to Section 4.3, 4.4 or 4.6 hereof, then the Lessee may. (x) request such Affected Party to, and such Affected Party shall upon such request, use reasonable efforts to designate another lending office acceptable to such Affected Party in its sole discretion for its investment (with the object of avoiding the consequences of such events) or (y) give notice (a “Replacement Notice”) in writing to such Affected Party and the Agent of its intention to replace such Affected Party with an Eligible Assignee designated in such Replacement Notice, if such replacement would result in the elimination or reduction of charges similar to those being claimed by the Affected Party. Any replacement of an Affected Party pursuant to the foregoing provisions must be acceptable to the Agent in its sole discretion (including, without limitation, for Rating Agency concerns). (b) The Agent shall, in the exercise of its sole discretion and within thirty (30) days of its receipt of a Replacement Notice with respect to any Affected Party, notify the Lessee and the Affected Party whether the designated Eligible Assignee is satisfactory to the Agent; and if the Agent shall fail to give such notice, the Eligible Assignee shall be deemed rejected. (c) Upon approval of the designated Eligible Assignee as aforesaid the Affected Party shall assign its rights and obligations under the Operative Documents to such Eligible Assignee and, as a condition of such assignment, the Affected Party shall receive payment in full of all outstanding Loans and all other amounts due it under the Operative Documents. (d) In the event the Agent does not approve the replacement of the Affected Party with the designated Eligible Assignee, the Lessee shall have the option to designate another Eligible Assignee pursuant to Section 4.7(a) and Section 4.7(b) above. (i) From and after the Amendment Effective Date, Section 4.8(b) and Section 4.8(c) of the Participation Agreement shall be and are hereby amended by deleting the same in their entirety and inserting the following in lieu thereof:

Replacement of Affected Parties. (a) If any Tranche B Bank or Liquidity Bank/Purchaser Bank (an “"Affected Party’") makes demand upon the Lessee for amounts pursuant to Section 4.3, . 4.4 or 4.6 hereof, then the Lessee may. may (x) request such Affected Party to, and such Affected Party shall upon such request, use reasonable efforts consistent with legal and regulatory restrictions to designate another lending office acceptable to such Affected Party in its sole discretion for its investment (with the object of avoiding the consequences of such events) or (y) give notice (a “"Replacement Notice”") in writing to such Affected Party Tranche B Bank, Liquidity Bank, the Note Purchaser, the Conduit Agent and the Agent of its intention to replace such Affected Party with an Eligible Assignee designated in such Replacement Notice, if such replacement would result in the elimination or reduction of charges similar to those being claimed by the Affected Party. Any replacement of an Affected Party a Tranche B Bank or a Liquidity Bank pursuant to the foregoing provisions must be acceptable to the Note Purchaser and the Conduit Agent in its their sole discretion (including, without limitation, for Rating Agency concerns). (b) The With respect to a Replacement Notice involving a Liquidity Bank, the Note Purchaser and the Conduit Agent shall, in the exercise of their sole discretion and within thirty (30) days of their receipt of a Replacement Notice with respect to one of the Liquidity Banks, notify the Lessee and the Affected Party whether the designated Eligible Assignee is satisfactory to the Note Purchaser and the Conduit Agent; and if either shall fail to give such notice, the Eligible Assignee shall be deemed rejected. With respect to a Replacement Notice involving a Tranche B Bank, the Agent shall, in the exercise of its sole discretion and within thirty (30) days of its receipt of a Replacement Notice with respect to any Affected Partyone of the Tranche B Banks, notify the Lessee and the Affected Party whether the designated Eligible Assignee is satisfactory to the Agent; and if the Agent shall fail to give such notice, the Eligible Assignee shall be deemed rejected. (c) Upon approval of the designated Eligible Assignee as aforesaid aforesaid, the Affected Party shall assign its rights and obligations under the Operative Documents to such Eligible Assignee and, as a condition of such assignment, the Affected Party shall receive payment in full of all outstanding Liquidity Loans and all other amounts due it under the Operative Documents. (d) In the event the Note Purchaser and the Conduit Agent does or the Agent (as applicable) do not approve the replacement of the Affected Party with the designated Eligible Assignee, the Lessee shall have the option to designate another Eligible Assignee pursuant to Section 4.7(a) and Section 4.7(b) above. (i) From and after the Amendment Effective Date, Section 4.8(b) and Section 4.8(c) of the Participation Agreement shall be and are hereby amended by deleting the same in their entirety and inserting the following in lieu thereof:

Replacement of Affected Parties. (a) If any Liquidity Bank/Purchaser Bank (an “"Affected Party’") makes demand upon the Lessee for amounts pursuant to Section 4.3, 4.4 or 4.6 hereof, then the Lessee may. may (x) request such Affected Party to, and such Affected Party shall upon such request, use reasonable efforts to designate another lending office acceptable to such Affected Party in its sole discretion for its investment (with the object of avoiding the consequences of such events) or (y) give notice (a “"Replacement Notice”") in writing to such Affected Party Liquidity Bank, the Note Purchaser, the Conduit Agent and the Agent of its intention to replace such Affected Party with an Eligible Assignee designated in such Replacement Notice, if such replacement would result in the elimination or reduction of charges similar to those being claimed by the Affected Party. Any replacement of an Affected Party a Liquidity Bank pursuant to the foregoing provisions must be acceptable to the Note Purchaser and the Conduit Agent in its their sole discretion (including, without limitation, for Rating Agency concerns). (b) The Note Purchaser and the Conduit Agent shall, in the exercise of its their sole discretion and within thirty (30) days of its receipt of a Replacement Notice with respect to any Affected Partyone of the Liquidity Banks, notify the Lessee and the Affected Party whether the designated Eligible Assignee is satisfactory to the Note Purchaser and the Conduit Agent; and if the Agent either shall fail to give such notice, the Eligible Assignee shall be deemed rejected. (c) Upon approval of the designated Eligible Assignee as aforesaid aforesaid, the Affected Party shall assign its rights and obligations under the Operative Documents to such Eligible Assignee and, as a condition of such assignment, the Affected Party shall receive payment in full of all outstanding Loans and all other amounts due it under the Operative Documents. (d) In the event the Note Purchaser and the Conduit Agent does do not approve the replacement of the Affected Party with the designated Eligible Assignee, the Lessee shall have the option to designate another Eligible Assignee pursuant to Section 4.7(a) and Section 4.7(b) above. (i) From and after the Amendment Effective Date, Section 4.8(b) and Section 4.8(c) of the Participation Agreement shall be and are hereby amended by deleting the same in their entirety and inserting the following in lieu thereof: