Common use of Replacement of Certain Lenders Clause in Contracts

Replacement of Certain Lenders. If a Lender ("Affected Lender") shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested by Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers under Section 3.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower and a copy to Borrowers in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agent, all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 hereof. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandings.

Replacement of Certain Lenders. If a (a) any Lender ("Affected Lender") shall have (i) failed to fund its Pro Rata share becomes the subject of an insolvency proceeding or any Revolver Loan requested by Borrowers United States Government Authority assumes control of such Lender or any holding company of which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cureda Subsidiary, (ii) requested requests compensation from Borrowers under Section 3.7 5.01 or Section 5.06 hereof or gives notice under Section 5.03 hereof suspending its obligation to recover increased costs incurred by make or maintain Eurodollar Loans hereunder and (b) no Default shall have occurred and be continuing, then the Borrower, upon not less than three Business Days' prior notice to such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (with a copy to Agent the Administrative Agent), may require that such Lender assign (in the which case of a demand by a Borrower and a copy to Borrowers in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant as provided in Section 12.06 hereof) its Loan(s) to one or more duly executed Assignment and Acceptances within 5 Business Days after other Lenders, or another lender (reasonably acceptable to the date of Administrative Agent), specified by Credit Agreement the Borrower in such demand, to one or more Lenders notice that are willing to accept such assignment or assignments, or for an amount equal to one or more Eligible Assignees designated by Agent, all the sum of the outstanding aggregate principal amount of such Affected Lender's rights Loan(s) and obligations under this Agreement (including its Commitments and all Loans owing unpaid interest thereon accrued to it) in accordance with Section 14 hereof. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of the consummation of such demand. The Affected Lender shall assignment (such assignment to be entitled pursuant to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed documentation reasonably acceptable to the Affected Lender hereunder or under any other Loan Documentassigning Lender), including provided that upon the aggregate outstanding principal amount consummation of such assignment the Revolver Loans owed Borrower shall pay to such LenderLender (if not paid to such Lender by the assignee) (x) such amounts (if any) as are then owing to such Lender under this Section 5 (including, together with accrued interest thereon through without limitation, amounts under Section 5.05 hereof, if any, that the Borrower would be required to pay to such Lender if the Loan(s) assigned by such Lender were being prepaid by the Borrower on the date of such assignment. Upon ) and (y) all other amounts then owing by the replacement of any Affected Lender pursuant Borrower hereunder to this Section 13.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in for the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof as to events or transactions which occur prior to the replacement account of such Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandings.. Credit Agreement

Replacement of Certain Lenders. If a Lender ("Affected “Non-Consenting Lender"”) shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested (or deemed requested) by Borrowers the Borrower which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been curedcured within 2 Business Days, (ii) requested compensation from Borrowers the Borrower under Section 3.7 4.6 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 hereof 2.3(d) claiming that such Lender is unable to extend LIBOR Loans Rate Advances to Borrowers Borrower for reasons not generally applicable to the other Lenders, (iv) delivered a notice pursuant to Section 4.7(h) (and such Lender is a Foreign Lender), (v) defaulted in paying or performing any of its obligations to the Administrative Agent, or (vi) failed (within 5 Business Days after the Administrative Agent’s request) or refused to give its consent to any amendment, waiver or action for which consent of all of the Lenders is required and in respect of which the Required Lenders have consented, then, in any such case and in addition to any other rights and remedies that the Administrative Agent, any other Lender or any the Borrower may have against such Affected Non-Consenting Lender, any the Borrower or the Administrative Agent may make written demand on such Affected Non-Consenting Lender (with a copy to the Administrative Agent in the case of a demand by a the Borrower and a copy to Borrowers the Borrower in the case of a demand by the Administrative Agent) for the Affected Non-Consenting Lender to assign, and such Affected Non-Consenting Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by the Administrative Agent, all of such Affected Non-Consenting Lender's ’s rights and obligations under this Agreement (including its Commitments Revolver Commitment and all Loans owing to it) in accordance with Section 14 hereof11.3. The Administrative Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Non-Consenting Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Non-Consenting Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts then owed to the Affected Non-Consenting Lender hereunder or under any other Loan Documentby the Borrower hereunder, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignmentassignment (but excluding amounts otherwise then due and payable under Section 4.6). Upon the replacement of any Affected Non-Consenting Lender pursuant to this Section 13.179.17, such Affected Non-Consenting Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of the Administrative Agent in any Collateral and such Affected Non-Consenting Lender shall have no further liability to the Administrative Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof 9.6 as to events or transactions which occur prior to the replacement of such Affected Non-Consenting Lender), including any commitment to make Loans or purchase participations in LC OutstandingsObligations. The Administrative Agent shall have the right at any time, but shall not be obligated to, upon written notice to any Lender and with the consent of such Lender (which may be granted or withheld in such Lender’s discretion), to purchase for the Administrative Agent’s own account all of such Lender’s right, title and interest in and to this Agreement, the other Loan Documents and the Obligations (together with such Lender’s interest in the Commitments), for the face amount of the Obligations owed to such Lender (or such greater or lesser amount as the Administrative Agent and such Lender may mutually agree upon).

Replacement of Certain Lenders. If a Lender (the "Affected Lender") shall have (i) failed to fund its Pro Rata share Proportionate Share of any Revolver Loan requested (or deemed requested) by the Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers under Section 3.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that the Agent, any other Lender or any Borrower the Borrowers may have against such Affected Lender, any Borrower or the Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower and a copy to Borrowers in the case of a demand by AgentBorrowers) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by the Agent, all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 hereofARTICLE 13. The Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with the execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17SECTION 4.7(e), such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens Security Interest or any other Lien of the Agent in any Collateral Collateral, such Affected Lender shall have no further obligation to make Loans or purchase participations in Letters of Credit, and such Affected Lender shall have no further liability to the Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof SECTION 14.7 and elsewhere in this Agreement as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandings.

Replacement of Certain Lenders. If a Lender ("Affected Lender") shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested (or deemed requested) by Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers under Section 3.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 hereof claiming that such Lender is unable to extend LIBOR Euro-Dollar Loans to Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower Borrowers may have against such Affected Lender, any Borrower Borrowers or Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower Borrowers and a copy to Borrowers in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agent, all of such Affected Lender's rights and obligations under this Agreement (including its Revolver Commitments and all Loans Obligations owing to it) in accordance with Section 14 hereof; provided, however, that Agent shall have no duty to locate an Eligible Assignee for the purpose of accepting such assignment. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Credit Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Credit Documents (except as provided in Section 13.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Revolver Loans or purchase participations in LC OutstandingsObligations.

Replacement of Certain Lenders. If a Lender ("“Affected Lender"”) shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested (or deemed requested) by Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers under Section 3.7 2.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), (iii) requested compensation from Borrowers under Section 2.8 to compensate for a reduction in the return of capital suffered by such Lender (or its parent or holding company) which are not being incurred generally by other Lenders (or their respective parents or holding companies), (iv) requested payment from Borrowers under Section 4.8 in connection with a tax gross-up payable to such Lender (or its parent or holding company) which are not incurred generally by other Lenders (or their respective parents or holding companies) or (iiiv) delivered a notice pursuant to Section 3.6 2.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Administrative Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Administrative Agent may make written demand on such Affected Lender (with a copy to Administrative Agent in the case of a demand by a Borrower Borrowers and a copy to Borrowers in the case of a demand by Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Administrative Agent, all of such Affected Lender's ’s rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 13 hereof. Administrative Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon and fees and expenses accrued through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.1712.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Administrative Agent in any Collateral and such Affected Lender shall have no further liability to Administrative Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 12.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandings.

Replacement of Certain Lenders. If (a) Notwithstanding any other provision of this Agreement, the Borrower at any time after any Lender or any Lender's participant has requested any payments under the provisions of subsection 2.19 (a Lender ("Affected Requesting Lender") ), shall have the right to replace such Requesting Lender in accordance with the provisions of this subsection 2.22. Notwithstanding the foregoing, in no event may the Borrower replace the Requesting Lender pursuant to this subsection 2.22 if (i) failed to fund its Pro Rata share the Agent shall have received notice from the Required Lenders specifying that a Default or Event of any Revolver Loan requested by Borrowers which such Lender is obligated to fund under the terms of this Agreement Default shall have occurred and which such failure has not been cured, be continuing and (ii) requested compensation from Borrowers under Section 3.7 such Default or Event of Default shall not have been subsequently cured or waived. (b) The Borrower, in exercising its right to recover increased costs incurred by replace the Requesting Lender shall (i) reduce the Commitment of such Lender to zero and (or its parent or holding companyii) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iiiA) delivered a notice pursuant to Section 3.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (agree with a copy to Agent in the case of a demand by a Borrower and a copy to Borrowers in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept concurrently increase the respective commitments of such assignment or assignmentsLenders by an aggregate amount not in excess of the amount of the Commitment of the Requesting Lender prior to the exercise of this subsection 2.22, or to in full substitution of the Requesting Lender, (B) add one or more Eligible Assignees designated by additional financial institutions (reasonably acceptable to the Agent, all of such Affected Lender's rights and obligations under ) as signatories to this Agreement for Commitments equal to the amount of the Commitments of the Requesting Lender prior to the Borrower's exercise of this subsection 2.22, in full substitution of the Requesting Lender or (including its Commitments C) any combination of substitutions or additions pursuant to (A) and all Loans owing (B) above. All transfers pursuant to it) this subsection 2.22 shall be made in accordance with Section 14 hereof. the provisions of subsection 11.1 and pursuant to documentation reasonably satisfactory to the assignor and assignee(s). (c) The Borrower shall give the Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Requesting Lender being replaced not less than ten (10) Business Days' notice of the date (which shall be a Business Day) on which such Requesting Bank shall be replaced. (d) Each Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected replaces a Requesting Lender pursuant to this Section 13.17, such Affected 2.22 shall acquire all (or if more than one Lender or lender is replacing a Requesting Lender the aggregate shall cease to have any participation in, entitlement to, or other right to share severally acquire all) of the then outstanding Revolving Loans and participations in the Liens Eau Claire L/C and Lender Guaranties of Agent in any Collateral and such Affected the Requesting Lender. (e) At the time of replacement, the Requesting Lender shall have no further liability been paid in full the principal of, and interest accrued and unpaid to Agentthe date of replacement on, any Lender or any all outstanding Revolving Loans and other Person under any unpaid Obligations of the Loan Documents (except as provided in Section 13.6 hereof as to events or transactions which occur prior Requesting Lender and all accrued and unpaid fees owing to the replacement Requesting Lender up to but excluding the date of such Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandingsreplacement.

Replacement of Certain Lenders. If a Lender ("Affected Lender") shall have (ia) failed to fund its Pro Rata share Commitment Percentage of any Revolver Loan requested by Borrowers the Borrower which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (iib) requested compensation from Borrowers the Borrower under Section 3.7 SECTION 8.05 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents parent or holding companiescompany), or (iiic) delivered (or its respective parent or holding company shall have delivered) a notice pursuant to Section 3.6 hereof ARTICLE 8 claiming that such Lender (or its affiliate) is unable to extend LIBOR Euro-Dollar Loans to Borrowers the Borrower for reasons not generally applicable to the other Lenders, or if the Borrower withholds any amounts from any payments made pursuant to this Agreement to any non-United States Lender (any Lender described in the foregoing provisions of this SECTION 7.14, an "Affected Lender"), then, in any such case and in addition to any other rights and remedies that the Agent, any other Lender or any the Borrower may have against such Affected Lender, any the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by a the Borrower and a copy to Borrowers the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated approved by the Agent, all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans Obligations owing to it) in accordance with Section 14 hereofSECTION 10.08; provided, however, the Agent shall have no duty to locate an Assignee for the purposes of accepting such assignment. The Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash case and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Credit Document, including the aggregate outstanding principal amount of the Revolver Loans Obligations owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17SECTION 7.14, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of the Agent in any Collateral and such Affected Lender shall have no further liability to the Agent, any Lender or any other Person under any of the Loan Credit Documents (except as provided in Section 13.6 hereof as with respect to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase any participations in LC Outstandingsthe Letters of Credit.

Replacement of Certain Lenders. If a Lender ("Affected Lender"a) Provided that no Default shall have occurred and be continuing, the Company may, at any time, replace any Lender (i) failed that has requested compensation from the Company pursuant to fund its Pro Rata share of any Revolver Loan requested by Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, Section 5.01 or 5.06 hereof or (ii) requested compensation from Borrowers under that has given the Company the notice contemplated by Section 3.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), 5.03 hereof or (iii) delivered which is not a U.S. Person and as to which the Company is obligated to make payments under Section 5.07 hereof, by giving not less than ten Business Days' prior notice pursuant to Section 3.6 hereof claiming the Administrative Agent (which shall promptly notify such Lender), that it intends to replace such Lender is unable to extend LIBOR Loans to Borrowers for reasons with one or more banks or other financial institutions (including, but not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agentlimited to, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower and a copy to Borrowers in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agent, all of such Affected Lender's rights and obligations under this Agreement Agreement) selected by the Company that (including its Commitments a) have agreed to replace such Lender as provided in this Section 5.08 and all Loans owing to it(b) in accordance with Section 14 hereof. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed are reasonably acceptable to the Affected Lender hereunder or under any other Loan Document, including Administrative Agent (the aggregate outstanding principal amount of Administrative Agent agreeing not to unreasonably delay notifying the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignmentCompany whether a proposed replacement lender is acceptable). Upon the replacement effective date of any Affected replacement under this Section 5.08 and as a condition to such replacement, the replacement lender or lenders shall pay to the Lender being replaced the principal of the Loans held by such Lender and the Company shall pay to such Lender all accrued interest on such Loans and all other amounts owing to such Lender hereunder (including any amounts payable under Section 5.05 hereof as if such Loans were being prepaid by the Company), whereupon each such replacement bank (if not already a Lender) shall become a "Lender" for all purposes of this Agreement. (b) If any Lender that is a Reference Bank (or a Wholly Owned Subsidiary of a Reference Bank, as the case may be) shall be replaced pursuant to this Section 13.175.08, such Affected Lender Reference Bank shall thereupon cease to have any participation inbe a Reference Bank and, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any if as a result of the Loan Documents foregoing, there shall only be two Reference Banks remaining, then the Administrative Agent (except as provided in Section 13.6 hereof as to events or transactions which occur prior after consultation with the Company) shall, by notice to the replacement of such Affected Lender)Company and the Banks, including any commitment to make Loans or purchase participations in LC Outstandingsdesignate another Lender as a Reference Bank, so that there shall at all times be three Reference Banks.

Replacement of Certain Lenders. If a Lender ("Affected Lender") shall have (i) failed to fund its Pro Rata share of any Revolver Revolving Loan requested by Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers under Section 3.7 SECTION 3.6 and 6.11 to recover increased costs or Taxes incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 hereof hereunder claiming that such Lender is unable to extend LIBOR Rate Loans to Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that AgentAgents, any other Lender or any Borrower Borrowers may have against such Affected Lender, any Borrower Borrowers or either Agent may make written demand on such Affected Lender (with a copy to Agent Agents in the case of a demand by a Borrower Borrowers and a copy to Borrowers in the case of a demand by AgentAgents) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 five (5) Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by either Agent, all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 SECTION 12 hereof. Collateral Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 five (5) Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan DocumentFinancing Agreement, including the aggregate outstanding principal amount of the Revolver Revolving Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17SECTION 11.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Collateral Agent in any Collateral and such Affected Lender shall have no further liability to Collateral Agent, any Lender or any other Person under any of the Loan Documents Financing Agreements (except as provided in Section 13.6 SECTION 11.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC OutstandingsLetter of Credit Accommodations.

Replacement of Certain Lenders. (a) If a Lender ("Affected Lender") shall have (i) failed any action to fund its Pro Rata share be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of any Revolver Loan requested by Borrowers which the Required Lenders, the Supermajority Lenders or all Lenders directly and adversely affected thereby and if such Lender is obligated to fund under action has received the terms consent, authorization, or agreement of this Agreement and which such failure has the Required Lenders but not been curedof all Lenders, the Supermajority Lenders but not of all Lenders or all Lenders affected thereby, or (ii) requested any Lender makes a claim for compensation from Borrowers under Section 3.7 16, then Borrower or Agent, upon at least 5 Business Days prior irrevocable notice, may permanently replace any Lender that failed to recover increased costs incurred by such Lender give its consent, authorization, or agreement (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companiesa “Non-Consenting Lender”), or (iii) delivered a notice pursuant to Section 3.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenderstogether with its Affiliates, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lender that made a claim for compensation (a “Tax Lender”), any Borrower or Agent may make written demand on such Affected Lender (together with a copy to Agent in the case of a demand by a Borrower and a copy to Borrowers in the case of a demand by Agent) for the Affected Lender to assignits Affiliates, and such Affected Lender shall assign pursuant to with one or more duly executed Assignment Replacement Lenders, and Acceptances within 5 the Non-Consenting Lender (and its Affiliates) or Tax Lender (and its Affiliates), as applicable, shall have no right to refuse to be replaced hereunder. Such notice to replace the Non-Consenting Lender (and its Affiliates) or Tax Lender (and its Affiliates), as applicable, shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. (b) Prior to the effective date of such demandreplacement, to one the Non-Consenting Lender (and its Affiliates) or more Lenders willing to accept such assignment or assignmentsTax Lender (and its Affiliates), or to one or more Eligible Assignees designated by Agentas applicable, all of such Affected Lender's rights and obligations under this Agreement (including its Commitments each Replacement Lender shall execute and all Loans owing to it) in accordance with Section 14 hereof. Agent is hereby irrevocably authorized to execute one or more deliver an Assignment and Acceptances Acceptance, subject only to the Non-Consenting Lender (and its Affiliates) or Tax Lender (and its Affiliates), as attorneyapplicable, being repaid in full its share of the outstanding Obligations (without any premium or penalty of any kind whatsoever, but including (i) all interest, fees and other amounts that may be due in payable in respect thereof, and (ii) an assumption of its Pro Rata Share of participations in the Letters of Credit). If the Non-in-fact for any Affected Consenting Lender which fails (and its Affiliates) or refuses Tax Lender (and its Affiliates), as applicable, shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the same within 5 Business Days after the effective date of such demand. The Affected replacement, Agent may, but shall not be required to, execute and deliver such Assignment and Acceptance in the name or and on behalf of the Non-Consenting Lender shall be entitled to receive(and its Affiliates) or Tax Lender (and its Affiliates), in cash as applicable, and concurrently with execution irrespective of whether Agent executes and delivery of each delivers such Assignment and Acceptance, all amounts owed the Non-Consenting Lender (and its Affiliates) or Tax Lender (and its Affiliates), as applicable, shall be deemed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to have executed and delivered such Lender, together with accrued interest thereon through the date of such assignmentAssignment and Acceptance. Upon the The replacement of any Affected Non-Consenting Lender pursuant to this (and its Affiliates) or Tax Lender (and its Affiliates), as applicable, shall be made in accordance with the terms of Section 13.17, 14.2. Until such Affected Lender shall cease to have any participation in, entitlement to, time as one or other right to share in the Liens of Agent in any Collateral and such Affected Lender more Replacement Lenders shall have no further liability to Agent, any Lender or any other Person under any acquired all of the Loan Documents Obligations, the Commitments, and the other rights and obligations of the Non-Consenting Lender (except as provided in Section 13.6 hereof as to events and its Affiliates) or transactions which occur prior to the replacement of such Affected LenderTax Lender (and its Affiliates), including any commitment as applicable, hereunder and under the other Loan Documents, the Non-Consenting Lender (and its Affiliates) or Tax Lender (and its Affiliates), as applicable, shall remain obligated to make the Non-Consenting Lender’s (and its Affiliates’) or Tax Lender’s (and its Affiliates’), as applicable, Pro Rata Share of Revolving Loans or and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of participations in LC Outstandingssuch Letters of Credit.

Replacement of Certain Lenders. If a Lender ("Affected Non-Consenting Lender") shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested (or deemed requested) by Borrowers the Borrower which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been curedcured within 2 Business Days, (ii) requested compensation from Borrowers the Borrower under Section 3.7 4.6 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 hereof 2.3(d) claiming that such Lender is unable to extend LIBOR Loans Rate Advances to Borrowers Borrower for reasons not generally applicable to the other Lenders, (iv) delivered a notice pursuant to Section 4.7(h) (and such Lender is a Foreign Lender), (v) defaulted in paying or performing any of its obligations to the Administrative Agent, or (vi) failed (within 5 Business Days after the Administrative Agent's request) or refused to give its consent to any amendment, waiver or action for which consent of all of the Lenders is required and in respect of which the Required Lenders have consented, then, in any such case and in addition to any other rights and remedies that the Administrative Agent, any other Lender or any the Borrower may have against such Affected Non-Consenting Lender, any the Borrower or the Administrative Agent may make written demand on such Affected Non-Consenting Lender (with a copy to the Administrative Agent in the case of a demand by a the Borrower and a copy to Borrowers the Borrower in the case of a demand by the Administrative Agent) for the Affected Non-Consenting Lender to assign, and such Affected Non-Consenting Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by the Administrative Agent, all of such Affected Non-Consenting Lender's rights and obligations under this Agreement (including its Commitments Revolver Commitment and all Loans owing to it) in accordance with Section 14 hereof11.3. The Administrative Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Non-Consenting Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Non-Consenting Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts then owed to the Affected Non-Consenting Lender hereunder or under any other Loan Documentby the Borrower hereunder, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignmentassignment (but excluding amounts otherwise then due and payable under Section 4.6). Upon the replacement of any Affected Non-Consenting Lender pursuant to this Section 13.179.17, such Affected Non-Consenting Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of the Administrative Agent in any Collateral and such Affected Non-Consenting Lender shall have no further liability to the Administrative Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof 9.6 as to events or transactions which occur prior to the replacement of such Affected Non-Consenting Lender), including any commitment to make Loans or purchase participations in LC OutstandingsObligations. The Administrative Agent shall have the right at any time, but shall not be obligated to, upon written notice to any Lender and with the consent of such Lender (which may be granted or withheld in such Lender’s discretion), to purchase for the Administrative Agent’s own account all of such Lender’s right, title and interest in and to this Agreement, the other Loan Documents and the Obligations (together with such Lender’s interest in the Commitments), for the face amount of the Obligations owed to such Lender (or such greater or lesser amount as the Administrative Agent and such Lender may mutually agree upon).

Replacement of Certain Lenders. If a Lender (an "Affected Lender") (a) is a Defaulting Lender, (b) shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested by Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers Borrower under Section 3.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iiic) shall have delivered a notice pursuant to Section 3.6 3.5 hereof claiming that such Lender is unable to extend LIBOR Loans or BA Rate Loans to Borrowers for reasons not generally applicable to the other Lenders, (d) shall have delivered a notice pursuant to Section 3.5 hereof claiming that the costs to such Lender of funding LIBOR Loans or BA Rate Loans are not adequately reflected in the interest rates applicable to such Loans for reasons not generally applicable to the other Lenders or (e) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented then, in any such case and in addition to any other rights and remedies that the Agent, any other Lender or any Borrower Borrowers may have against such Affected Lender, any Borrower or the Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower Borrowers and a copy to Borrowers in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 ten (10) Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agent, all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 13 hereof. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 ten (10) Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.1712.10, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent in on any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 12.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC OutstandingsObligations.

Replacement of Certain Lenders. If a Lender ("Affected Lender") shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested (or deemed requested) by Borrowers Borrower which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers Borrower under Section 3.7 SECTION 2.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 SECTION 2.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers Borrower for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower and a copy to Borrowers Borrower in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agent, all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 SECTION 13 hereof. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17SECTION 12.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 SECTION 12.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC OutstandingsObligations.

Replacement of Certain Lenders. If a Lender ("Affected Lender") shall have (ia) failed to fund its Pro Rata share Commitment Percentage of any Revolver Loan requested by the Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (iib) requested compensation from Borrowers any Borrower under Section 3.7 SECTION 8.05 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents parent or holding companiescompany), or (iiic) delivered (or its respective parent or holding company shall have delivered) a notice pursuant to Section 3.6 hereof ARTICLE 8 claiming that such Lender (or its affiliate) is unable to extend LIBOR Euro-Dollar Loans to Borrowers any Borrower for reasons not generally applicable to the other Lenders, or if any Borrower withholds any amounts from any payments made pursuant to this Agreement to any non-United States Lender (any Lender described in the foregoing provisions of this SECTION 7.14, an "Affected Lender"), then, in any such case and in addition to any other rights and remedies that the Agent, any other Lender or any Borrower may have against such Affected Lender, any 103 Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by a any Borrower and a copy to Borrowers any Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated approved by the Agent, all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans Obligations owing to it) in accordance with Section 14 hereofSECTION 10.08; provided, however, the Agent shall have no duty to locate an Assignee for the purposes of accepting such assignment. The Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash case and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Credit Document, including the aggregate outstanding principal amount of the Revolver Loans Obligations owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17SECTION 7.14, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of the Agent in any Collateral and such Affected Lender shall have no further liability to the Agent, any Lender or any other Person under any of the Loan Credit Documents (except as provided in Section 13.6 hereof as with respect to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase any participations in LC Outstandingsthe Letters of Credit.

Replacement of Certain Lenders. If In the event a Lender ("“Affected Lender"”) shall have (ia) failed to fund its Pro Rata share of any Revolver Loan requested by Borrowers which such become a Defaulting Lender is obligated to fund under the terms of this Agreement and which such failure has not been curedSection 2.19, (iib) requested compensation from the Borrowers under Section 3.7 2.14 with respect to recover Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.11 or other additional costs incurred by such Lender (or its parent or holding company) which which, in any case, are not being incurred generally by the other Lenders, (c) has not agreed to any consent, waiver or amendment that requires the agreement of all Lenders (or their respective parents or holding companies)all affected Lenders in accordance with the terms of Section 8.01 and as to which the Required Lenders have agreed, or (iiid) delivered a notice pursuant to Section 3.6 hereof 2.12 claiming that such Lender is unable to extend LIBOR Eurodollar Rate Loans to Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agentcase, any other Lender the Company or any Borrower may have against such Affected Lender, any Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by a Borrower the Company and a copy to Borrowers the Company in the case of a demand by the Agent) for the Affected Lender to assignassign at par, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Assignments and Acceptances within 5 five Business Days after the date of such demand, to one or more Lenders willing to accept financial institutions that comply with the provisions of Section 8.07 which the Company or the Agent, as the case may be, shall have engaged for such assignment or assignments, or to one or more Eligible Assignees designated by Agentpurpose (“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including including, without limitation, its Commitments and Commitment (if any), all Loans owing to it, all of its participation interests (if any) in existing Letters of Credit, and its obligation (if any) to participate in additional Letters of Credit hereunder) in accordance with Section 14 hereof8.07. The Agent is hereby irrevocably authorized to execute one or more Assignment of such Assignments and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses failing to execute and deliver the same within 5 Business Days after the date of such demand. The Further, with respect to such assignment, the Affected Lender shall be entitled to receivehave concurrently received, in cash and concurrently with execution and delivery of each such Assignment and Acceptancecash, all amounts owed due and owing to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to ; provided that upon such Affected Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17’s replacement, such Affected Lender shall cease to have any participation inbe a party hereto but shall continue to be entitled to the benefits of Sections , entitlement to2.14 and 8.04, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof well as to events any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or transactions disbursements for matters which occur occurred prior to the replacement of such date the Affected Lender), including any commitment to make Loans or purchase participations in LC OutstandingsLender is replaced.

Replacement of Certain Lenders. If a Lender ("Affected Lender") shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested (or deemed requested) by Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers under Section 3.7 2.7 or Section 4.9 to recover increased costs incurred by such Lender (or its parent or holding company) or Taxes which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 hereof 2.6 claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any a Borrower may have against such Affected Lender, any a Borrower or Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower Borrowers and a copy to Borrowers in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agent, all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 hereof13. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.1712.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof 12.6 as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandings.

Replacement of Certain Lenders. If a Lender ("“Affected Lender"”) shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested by Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cureda Defaulting Lender, (ii) shall have requested compensation from Borrowers under Section 3.7 2.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) shall have delivered a notice pursuant to Section 3.6 2.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, or (iv) fails to give its consent to any amendment, waiver or action for which consent of all Lenders or each Lender affected thereby was required and Required Lenders consented, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Agent may may, within 120 days after such event, make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower and a copy to Borrowers in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agent, all of such Affected Lender's ’s rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 13 hereof. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon and any fees owed to such Lender through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.1712.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 12.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC Letter of Credit Outstandings.

Replacement of Certain Lenders. If In the event a Lender ("an “Affected Lender"”) shall have have: (i) failed to fund its Pro Rata share Share of any Revolver Loan the Advance requested by Borrowers the Borrower, which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers the Borrower under Section 3.7 Sections 4.1, 4.2 or 4.5 to recover increased Taxes, Other Taxes or other additional costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies)Lenders, or (iii) delivered a notice pursuant to Section 3.6 hereof 4.3 claiming that such Lender is unable to extend LIBOR Eurodollar Rate Loans to Borrowers the Borrower for reasons not generally applicable to the other LendersLenders or (iv) has invoked Section 10.2, then, in any such case and in addition to any other rights and remedies that Agentcase, any other Lender or any Borrower may have against such Affected Lender, any the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by a the Borrower and a copy to Borrowers the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment and Acceptances within 5 five (5) Business Days after the date of such demand, to one or more Lenders willing to accept financial institutions that comply with the provisions of Section 13.3 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such assignment or assignments, or to one or more Eligible Assignees designated by Agentpurpose (“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including its Commitments and including, without limitation, all Loans owing to itit hereunder) in accordance with Section 14 hereof13.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is hereby irrevocably authorized to execute one or more any Assignment and Acceptances Assumption as attorney-in-fact for any Affected Lender which fails or refuses failing to execute and deliver the same within 5 five (5) Business Days after the date of such demand. The Further, with respect to such assignment the Affected Lender shall be entitled to receivehave concurrently received, in cash and concurrently with execution and delivery of each such Assignment and Acceptancecash, all amounts owed due and owing to the Affected Lender hereunder or under any other Loan Document, including including, without limitation, the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon , amounts payable under Sections 4.1, 4.2 and 4.5 with respect to such Affected Lender and compensation payable under Section 2.14 in the event of any replacement of any Affected Lender pursuant to under clause (ii) or clause (iii) of this Section 13.172.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to have any participation inbe a party hereto but shall continue to be entitled to the benefits of Sections 4.1, entitlement to4.2, or other right to share in the Liens of Agent in any Collateral 4.4, 4.5 and such Affected Lender shall have no further liability to Agent10.7, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof well as to events any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Article XI with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or transactions disbursements for matters which occur occurred prior to the replacement of such date the Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandings.Lender is replaced. [RESERVED]

Replacement of Certain Lenders. If a Lender ("Affected Lender"i) shall have (i) failed to fund its Pro Rata share Ratable Share of any Revolver Loan requested by the Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, cured or (ii) requested compensation from Borrowers under Section 3.7 shall have failed or refused to recover increased costs incurred by such Lender (or its parent or holding companyapprove any action described in SECTION 16.11(b)(1) which are not being incurred generally has been approved by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenderswhose Facility Percentages equal at least 75%, then, in any such case and in addition to any other rights and remedies that the Administrative Agent, any other Lender or any Borrower the Borrowers may have against such Affected Lender, any Borrower the Borrowers or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by a Borrower the Borrowers and a copy to the Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment Assignments and Acceptances within 5 five Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by the Administrative Agent, and reasonably acceptable to the Borrowers, all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 hereofthe provisions of SECTION 5.15(c) (other than clauses (i), (vi) and (vii) thereof and any other provisions relating solely to increased costs) and ARTICLE 14, PROVIDED that all Lenders that have withheld approval (as described in CLAUSE (II) above) have such demand made upon them. The Administrative Agent is hereby irrevocably authorized to execute one or more Assignment Assignments and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 five Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan DocumentDocument that are the subject of such Assignment and Acceptance, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17SECTION 5.9(d), such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens Security Interest or any other Lien of the Administrative Agent in any Collateral or Real Estate and such Affected Lender shall have no further liability to the Administrative Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof SECTION 15.7 and elsewhere in this Agreement as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandings.

Replacement of Certain Lenders. If In the event a Lender ("“Affected Lender"”) shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested by Borrowers which such become a Defaulting Lender is obligated to fund under the terms of this Agreement and which such failure has not been curedSection 2.15, (ii) requested compensation from the Borrowers under Section 3.7 2.12 with respect to recover Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender (or its parent or holding company) which which, in any case, are not being incurred generally by the other Lenders (or their respective parents or holding companies)Lenders, or (iii) delivered a notice pursuant to Section 3.6 hereof 2.10(d) claiming that such Lender is unable to extend LIBOR Loans Eurodollar Rate Advances to Borrowers the Borrower for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agentcase, any other Lender or any Borrower may have against such Affected Lender, any the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by a the Borrower and a copy to Borrowers the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Assignments and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept financial institutions that comply with the provisions of Section 10.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such assignment or assignments, or to one or more Eligible Assignees designated by Agentpurpose (“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including including, without limitation, its Commitments Commitment and all Loans Advances owing to it) in accordance with Section 14 hereof10.07. The Administrative Agent is hereby irrevocably authorized to execute one or more Assignment of such Assignments and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses failing to execute and deliver the same within 5 Business Days after the date of such demand. The Further, with respect to such assignment, the Affected Lender shall be entitled to receivehave concurrently received, in cash and concurrently with execution and delivery of each such Assignment and Acceptancecash, all amounts owed due and owing to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to ; provided that upon such Affected Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17’s replacement, such Affected Lender shall cease to have any participation inbe a party hereto but shall continue to be entitled to the benefits of Sections 2.10 and 10.04, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof well as to events any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or transactions disbursements for matters which occur occurred prior to the replacement of such date the Affected Lender), including any commitment to make Loans or purchase participations in LC OutstandingsLender is replaced.

Replacement of Certain Lenders. If In the event a Lender ("“Affected Lender"”) shall have (ia) failed to fund its Pro Rata share of any Revolver Loan requested by Borrowers which such become a Defaulting Lender is obligated to fund under the terms of this Agreement and which such failure has not been curedSection 2.19, (iib) requested compensation from the Borrowers under Section 3.7 2.14 with respect to recover Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.11 or other additional costs incurred by such Lender (or its parent or holding company) which which, in any case, are not being incurred generally by the other Lenders, (c) has not agreed to any consent, waiver or amendment that requires the agreement of all Lenders (or their respective parents or holding companies)all affected Lenders in accordance with the terms of Section 9.01 and as to which the Required Lenders have agreed, or (iiid) delivered a notice pursuant to Section 3.6 hereof 2.12 claiming that such Lender is unable to extend LIBOR Eurodollar Rate Loans to Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agentcase, any other Lender the Company or any Borrower may have against such Affected Lender, any Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by a Borrower the Company and a copy to Borrowers the Company in the case of a demand by the Agent) for the Affected Lender to assignassign at par, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Assignments and Acceptances within 5 five Business Days after the date of such demand, to one or more Lenders willing to accept financial institutions that comply with the provisions of Section 9.08 which the Company or the Agent, as the case may be, shall have engaged for such assignment or assignments, or to one or more Eligible Assignees designated by Agentpurpose (“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including including, without limitation, its Commitments and Commitment (if any), all Loans owing to it, all of its participation interests (if any) in existing Letters of Credit, and its obligation (if any) to participate in additional Letters of Credit hereunder) in accordance with Section 14 hereof9.08. The Agent is hereby irrevocably authorized to execute one or more Assignment of such Assignments and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses failing to execute and deliver the same within 5 Business Days after the date of such demand. The Further, with respect to such assignment, the Affected Lender shall be entitled to receivehave concurrently received, in cash and concurrently with execution and delivery of each such Assignment and Acceptancecash, all amounts owed due and owing to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to ; provided that upon such Affected Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17’s replacement, such Affected Lender shall cease to have any participation inbe a party hereto but shall continue to be entitled to the benefits of Sections , entitlement to2.14 and 9.04, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof well as to events any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or transactions disbursements for matters which occur occurred prior to the replacement of such date the Affected Lender), including any commitment to make Loans or purchase participations in LC OutstandingsLender is replaced.

Replacement of Certain Lenders. If a Lender (the "Affected Lender") shall have (i) failed to fund its Pro Rata share Proportionate Share of any Revolver Loan requested (or deemed requested) by Borrowers the Borrower which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers under Section 3.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that the Agent, any other Lender or any the Borrower may have against such Affected Lender, any the Agent or the Borrower or Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower and a copy to Borrowers in the case of a demand by AgentBorrower) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agentthe Agent or the Borrower (provided such Eligible Assignee is reasonably acceptable to the Agent and the Borrower), all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 hereof. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demandArticle 14. The Affected Lender shall be entitled to receive, in cash and concurrently with the execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.175.7(e), such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens Security Interest or any other Lien of the Agent in any Collateral and such Affected Lender shall have no further liability to the Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof 15.7 and elsewhere in this Agreement as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandings.

Replacement of Certain Lenders. If a Lender ("Affected Lender") shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested (or deemed requested) by Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers under Section 3.7 2.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 2.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower Borrowers and a copy to Borrowers in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agent, all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 13 hereof. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.1712.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 12.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandings.

Replacement of Certain Lenders. If a Lender (the "Affected Lender") shall have (i) failed to fund its Pro Rata share Proportionate Share of any Revolver Loan requested (or deemed requested) by the Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers under Section 3.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that the Agent, any other Lender or any Borrower the Borrowers may have against such Affected Lender, any Borrower or the Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower and a copy to Borrowers in the case of a demand by AgentBorrowers) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by the Agent, all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 hereofArticle 13. The Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with the execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.174.7(e), such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens Security Interest or any other Lien of the Agent in any Collateral Collateral, such Affected Lender shall have no further obligation to make Loans or purchase participations in Letters of Credit, and such Affected Lender shall have no further liability to the Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof 14.7 and elsewhere in this Agreement as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandings.

Replacement of Certain Lenders. If a Lender ("Affected Lender") shall have (i) failed to fund its Pro Rata share Commitment Percentage of any Revolver Loan requested by the Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from the Borrowers under Section 3.7 SECTION 8.05 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents parent or holding companiescompany), or (iii) delivered (or its respective parents' or holding companies shall have delivered) a notice pursuant to Section 3.6 hereof ARTICLE 8 claiming that such Lender (or its affiliate) is unable to extend LIBOR Euro-Dollar Loans to the Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that the Agent, any other Lender or any Borrower the Borrowers may have against such Affected Lender, any Borrower the Borrowers or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by a Borrower the Borrowers and a copy to the Borrowers in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 five (5) Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated approved by the Agent, all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans Obligations owing to it) in accordance with Section 14 hereofSECTION 10.08; provided, however, the Agent shall have no duty to locate an Assignee for the purposes of accepting such assignment. The Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 five (5) Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash case and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Credit Document, including the aggregate outstanding principal amount of the Revolver Loans Obligations owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any 85 92 Affected Lender pursuant to this Section 13.17SECTION 7.14, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of the Collateral Agent in any Collateral and such Affected Lender shall have no further liability to the Agent, any Lender or any other Person under any of the Loan Credit Documents (except as provided in Section 13.6 hereof as with respect to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase any participations in LC Outstandingsthe Wachovia Letters of Credit.

Replacement of Certain Lenders. If a Lender ("Affected Lender") shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested (or deemed requested) by Borrowers Borrower which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers Borrower under Section 3.7 SECTION 2.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 SECTION 2.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers Borrower for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower and a copy to Borrowers Borrower in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agent, all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 SECTION 13 hereof. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17SECTION 12.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 SECTION 12.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandings.. 65 70

Replacement of Certain Lenders. If In the event a Lender ("“Affected Lender"”) shall have have: (i) failed to fund its Pro Rata share Share of any Revolver Loan Advance requested by Borrowers the Borrower which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers the Borrower under Section 3.7 Sections 2.14(E), 4.1 or 4.2 to recover increased Taxes, Other Taxes or other additional costs incurred by such Lender (or its parent or holding company) which are not being incurred requested generally by the other Lenders (or their respective parents or holding companies)Lenders, or (iii) delivered a notice pursuant to Section 3.6 hereof 4.3 claiming that such Lender is unable to extend LIBOR Eurocurrency Rate Loans to Borrowers the Borrower for reasons not generally applicable to the other Lenders, (iv) invoked Section 10.2, or (v) failed to consent to a waiver or amendment hereto which requires the consent of each Lender or each Lender affected thereby and that has otherwise been consented to by the Required Lenders, then, in any such case and in addition to any other rights and remedies that Agentcase, any other Lender or any Borrower may have against such Affected Lender, any the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by a the Borrower and a copy to Borrowers the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment and Acceptances within 5 Agreements five (5) Business Days after the date of such demand, to one or more Lenders willing to accept financial institutions that comply with the provisions of Section 13.3(A) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such assignment or assignments, or to one or more Eligible Assignees designated by Agentpurpose (“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including including, without limitation, its Commitments and Term Loan Commitment, if any, and, all Loans owing to it) ), in accordance with Section 14 hereof13.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances of such assignment agreements as attorney-in-fact for any Affected Lender which fails or refuses failing to execute and deliver the same within 5 five (5) Business Days after the date of such demand. The Further, with respect to such assignment the Affected Lender shall be entitled to receivehave concurrently received, in cash and concurrently with execution and delivery of each such Assignment and Acceptancecash, all amounts owed due and owing to the Affected Lender hereunder or under any other Loan Document, including including, without limitation, the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 for such amounts, obligations and liabilities as are due and payable up to and including (but not after) the date such Affected Lender is replaced pursuant hereto. Upon the replacement of any Affected Lender pursuant to this Section 13.172.19, such the provisions of Section 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender shall cease failed to have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral fund its Pro Rata Share and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandingsfailure has not been cured.

Replacement of Certain Lenders. If a Lender ("an “Affected Lender"”) shall have (ia) failed to fund its Pro Rata share Commitment Percentage of any Revolver Loan requested by Borrowers Borrower which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (iib) requested compensation from Borrowers Borrower under Section 3.7 11 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iiic) delivered (or its respective parents or holding companies shall have delivered) a notice pursuant to Section 3.6 hereof Article 11.1 claiming that such Lender (or its affiliate) is unable to extend LIBOR LIR Loans to Borrowers Borrower for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Administrative Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Administrative Agent may make written demand on such Affected Lender (with a copy to Administrative Agent in the case of a demand by a Borrower and a copy to Borrowers Borrower in the case of a demand by Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall assign assign, pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, assignments or to one or more Eligible Assignees designated approved by Administrative Agent, all of such Affected Lender's ’s rights and obligations under this Agreement (including its Commitments Commitment and all Loans Obligations owing to it) in accordance with Section 14 hereofherewith; provided, however, that Administrative Agent shall have no duty to locate an Assignee for the purposes of accepting such assignment. Administrative Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans Obligations owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17hereto, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Administrative Agent in any Collateral and such Affected Lender shall have no further liability to Administrative Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof as with respect to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC OutstandingsLoans.

Replacement of Certain Lenders. If a Lender ("Affected Lender") shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested by Borrowers Borrower which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers under Section 3.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower and a copy to Borrowers Borrower in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agent, all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Revolver Loans owing to it) in accordance with Section 14 SECTION 13 hereof. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan DIP Financing Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17SECTION 12.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan DIP Financing Documents (except as provided in Section 13.6 SECTION 12.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC OutstandingsLoans.

Replacement of Certain Lenders. If In the event a Lender ("“Affected Lender"”) shall have have: (i) failed to fund its Pro Rata share of any Revolver Loan requested by Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been curedbecome a Defaulting Revolving Lender, (ii) requested compensation from Borrowers the Borrower under Section 3.7 2.18 with respect to increased costs or capital or under Section 2.21 to recover increased costs Indemnified Taxes, Other Taxes or other additional amounts incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies)Lender, or (iii) delivered a notice pursuant to Section 3.6 hereof 2.19 claiming that such Lender is unable to extend LIBOR Eurodollar Loans to Borrowers the Borrower for reasons not generally applicable to the other LendersLenders or (iv) become a Non-Consenting Lender, then, in any such case and in addition to any other rights and remedies that Agentcase, any other Lender or any Borrower may have against such Affected Lender, any the Borrower or the Applicable Administrative Agent may make written demand on such Affected Lender (with a copy to the Applicable Administrative Agent in the case of a demand by a the Borrower and a copy to Borrowers the Borrower in the case of a demand by the Applicable Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall assign (at par, unless otherwise consented to by the applicable Affected Lender) pursuant to one or more duly executed Assignment Assignments and Acceptances within 5 five (5) Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by which the Borrower or the Applicable Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including its Commitments and Commitment of each Class, all Loans owing to itit and its obligation to participate in Letters of Credit) in accordance with Section 14 hereof9.03(b); provided, that no Administrative Agent and no Lender shall have any obligation to the Borrower to find a Replacement Lender. Each Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the relevant Commitments from one or more Eligible Assignees to act as a Replacement Lender. Each Administrative Agent is hereby irrevocably authorized to execute one or more Assignment of such Assignments and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses failing to execute and deliver the same within 5 five (5) Business Days after the date of such demand. The Further, with respect to such assignment the Affected Lender shall be entitled to receivehave concurrently received, in cash and concurrently with execution and delivery of each such Assignment and Acceptancecash, all amounts owed due and owing to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon , amounts payable under Section 2.18 with respect to such Affected Lender, compensation payable under Section 2.23 in the event of any replacement of any Affected Lender pursuant to under clause (ii) or clause (iii) of this Section 13.172.27 and, in the case of a mandatory assignment in connection with a Repricing Transaction, the Prepayment Fee in respect of the applicable Term Loans so assigned; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to have be a party hereto but shall continue to be entitled to the benefits of Sections 2.18, 2.21, 9.05 and 9.06, as well as to any participation infees accrued for its account hereunder and not yet paid, entitlement toand shall continue to be obligated under Section 8.06 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or other right disbursements for matters which occurred prior to share in the Liens of Agent in any Collateral and such date the Affected Lender shall have no further liability is replaced. In the event that (i) the Borrower or the Applicable Administrative Agent has requested the Lenders to Agent, consent to a departure or waiver of any Lender or any other Person under any provisions of the Loan Documents or to agree to any amendment thereto, (except ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.10 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders (and/or the Required Revolving Credit Lenders or the Required Term Lenders, as provided in Section 13.6 hereof as the case may be) have agreed to events such consent, waiver or transactions which occur prior amendment, then any Lender who does not agree to the replacement of such Affected consent, waiver or amendment shall be deemed a “Non-Consenting Lender), including any commitment to make Loans or purchase participations in LC Outstandings.”

Replacement of Certain Lenders. If a Lender ("“Affected Lender"”) shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested (or deemed requested) by Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers under Section 3.7 2.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 2.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower and a copy to Borrowers in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agent, all of such Affected Lender's ’s rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 13 hereof. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.1712.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the DIP Loan Documents (except as provided in Section 13.6 12.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandings.

Replacement of Certain Lenders. If a In the event any Lender ("Affected Lender"a) shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested by Borrowers which such Lender is obligated to fund additional compensation from the Borrower under the terms of this Agreement and which such failure has not been curedSection 2.17(d), Section 2.19 or Section 2.20, (iib) requested compensation from Borrowers shall have given notice under Section 3.7 2.17 of its inability to recover increased costs incurred by make or maintain as such any Eurodollar Loan, (c) is a Defaulting Lender hereunder, or (d) is a Non-Consenting Lender, the Borrower may, at its sole expense and effort, require such Lender (or its parent or holding companyeach, a “Departing Lender”) which are not being incurred generally by the other Lenders to transfer and assign, without recourse (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable in accordance with and subject to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower and a copy to Borrowers in the case of a demand by Agent) for the Affected Lender to assignrestrictions contained in, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demandconsents required by, to one or more Lenders willing to accept such assignment or assignmentsSection 9.04) all its interests, or to one or more Eligible Assignees designated by Agent, all of such Affected Lender's rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such assigned obligations (including its Commitments which assignee may be another Lender, if a Lender accepts such assignment); provided, however, that (i) such assignment shall not conflict with any Applicable Law, (ii) the Borrower shall have received a written consent of the Administrative Agent in the case of an assignee that is not a Lender, which consent shall not unreasonably be withheld, and (iii) the Borrower or such assignee shall have paid to the Departing Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all Loans owing other amounts owed to it) in accordance with Section 14 hereofit hereunder. If such Departing Lender does not execute and deliver to the Administrative Agent is hereby irrevocably authorized to execute one or more a duly completed Assignment and Acceptances Acceptance and/or any other documentation necessary to reflect such replacement within a period of time deemed reasonable by the Administrative Agent after the later of (x) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (y) the date on which the Departing Lender receives all payments described in clause (iii), then such Departing Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as attorney-in-fact for any Affected Lender which fails or refuses of such date and the Borrower shall be entitled (but not obligated) to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any Acceptance and/or such other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date documentation on behalf of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof as to events or transactions which occur prior to the replacement of such Affected Departing Lender), including any commitment to make Loans or purchase participations in LC Outstandings.

Replacement of Certain Lenders. If a Lender ("Affected Lender") shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested (or deemed requested) by Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers under Section 3.7 2.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 2.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower and a copy to Borrowers in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agent, all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 13 hereof. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.1712.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 12.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandings.

Replacement of Certain Lenders. If a Lender ("Affected Lender") shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested by Borrowers Borrower which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers Borrower under Section 3.7 2.7 or Section 2.8 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 2.6 hereof claiming that such Lender is unable to extend LIBOR Rate Loans to Borrowers Borrower for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower and a copy to Borrowers Borrower in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 five (5) Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agent, all 131 of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 13 hereof; provided, however Agent shall have no duty to locate an Eligible Assignee for the purposes of accepting such assignment. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 five (5) Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.1712.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 12.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandingsany Letter of Credit Participations.

Replacement of Certain Lenders. If In the event a Lender ("“Affected Lender"”) shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested by Borrowers which such become a Defaulting Lender is obligated to fund under the terms of this Agreement and which such failure has not been curedSection 2.19, (ii) requested compensation from the Borrowers under Section 3.7 2.14 with respect to recover Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.11 or other additional costs incurred by such Lender (or its parent or holding company) which which, in any case, are not being incurred generally by the other Lenders, (iii) has not agreed to any consent, waiver or amendment that requires the agreement of all Lenders (or their respective parents or holding companies)all affected Lenders in accordance with the terms of Section 9.01 and as to which the Required Lenders have agreed, or (iiiiv) delivered a notice pursuant to Section 3.6 hereof 2.12 claiming that such Lender is unable to extend LIBOR Loans Eurodollar Rate Advances to the Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agentcase, any other Lender the Company or any Borrower may have against such Affected Lender, any Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by a Borrower the Company and a copy to Borrowers the Company in the case of a demand by the Agent) for the Affected Lender to assignassign at par, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Assignments and Acceptances within 5 five Business Days after the date of such demand, to one or more Lenders willing to accept financial institutions that comply with the provisions of Section 9.07 which the Company or the Agent, as the case may be, shall have engaged for such assignment or assignments, or to one or more Eligible Assignees designated by Agentpurpose (“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including including, without limitation, its Commitments and Commitment, all Loans Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 14 hereof9.07. The Agent is hereby irrevocably authorized to execute one or more Assignment of such Assignments and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses failing to execute and deliver the same within 5 Business Days after the date of such demand. The Further, with respect to such assignment, the Affected Lender shall be entitled to receivehave concurrently received, in cash and concurrently with execution and delivery of each such Assignment and Acceptancecash, all amounts owed due and owing to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to ; provided that upon such Affected Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17’s replacement, such Affected Lender shall cease to have any participation inbe a party hereto but shall continue to be entitled to the benefits of Sections 2.11, entitlement to2.14 and 9.04, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof well as to events any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or transactions disbursements for matters which occur occurred prior to the replacement of such date the Affected Lender), including any commitment to make Loans or purchase participations in LC OutstandingsLender is replaced.

Replacement of Certain Lenders. If In the event a Lender ("“Affected Lender"”) shall have have: (i) failed to fund its Pro Rata share Revolving Credit Commitment Percentage of any Revolver Loan requested by the Borrowers or to fund its Revolving Credit Commitment Percentage of any unreimbursed payment made by the Fronting Bank, which such Revolving Credit Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from the Borrowers under Section 3.7 2.16 with respect to increased costs or capital or under Section 2.19 to recover increased Taxes, Other Taxes or other additional costs incurred by such Lender (or its parent or holding company) which which, in any case, are not being incurred generally by the other Lenders (or their respective parents or holding companies)Lenders, or (iii) delivered a notice pursuant to Section 3.6 hereof 2.17 claiming that such Lender is unable to extend LIBOR Eurodollar Loans to the Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agentcase, any other Lender the Borrowers or any Borrower may have against such Affected Lender, any Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by a Borrower the Borrowers and a copy to the Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign (at par, unless otherwise consented to by the applicable Affected Lender) pursuant to one or more duly executed Assignment Assignments and Acceptances within 5 five (5) Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by which the Borrowers or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including including, without limitation, its Commitments and Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit and Swing Line Loans, if any, and its obligation, if any, to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with Section 14 hereof10.03. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrowers, to use its reasonable efforts to obtain the Commitments from one or more Eligible Assignees to act as a Replacement Lender. The Administrative Agent is hereby irrevocably authorized to execute one or more Assignment of such Assignments and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses failing to execute and deliver the same within 5 five (5) Business Days after the date of such demand. The Further, with respect to such assignment the Affected Lender shall be entitled to receivehave concurrently received, in cash and concurrently with execution and delivery of each such Assignment and Acceptancecash, all amounts owed due and owing to the Affected Lender hereunder or under any other Loan Document, including including, without limitation, the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon , amounts payable under Section 2.16 with respect to such Affected Lender and compensation payable under Section 2.21 in the event of any replacement of any Affected Lender pursuant to under clause (ii) or clause (iii) of this Section 13.172.30; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to have any participation inbe a party hereto but shall continue to be entitled to the benefits of Sections 2.16, entitlement to10.05 and 10.06, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof well as to events any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 8.06 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or transactions disbursements for matters which occur occurred prior to the replacement of such date the Affected Lender), including any commitment to make Loans or purchase participations in LC OutstandingsLender is replaced.

Replacement of Certain Lenders. If In the event a Lender ("the “Affected Lender"”) shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested by Borrowers which such is a Non-Consenting Facility A Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers under Section 3.7 2.26, a Non-Consenting Facility B Lender under Section 2.19(a) or a non-consenting Lender under Section 13.06(b) the Borrower may, upon written notice to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (with a copy and to Agent in the case of a demand by a Borrower and a copy to Borrowers in the case of a demand by Administrative Agent) for the , require such Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances assign, within 5 five Business Days after the date of such demandnotice, to one or more Lenders willing to accept such assignment or assignments, or to one or more assignees selected by the Borrower and that are Eligible Assignees designated by Agentand otherwise comply with the provisions of Section 12.03 (each, a “Replacement Lender”), all of such Affected Lender's ’s rights and Table of Contents obligations under this Agreement and the other Loan Documents (including without limitation its Commitments and all Loans owing to it) in accordance with Section 14 hereof12.03; provided, however, that, (i) in the case of a Non-Consenting Facility A Lender, such assignment shall, at the election of the Borrower, be limited to an assignment of its Facility A Commitment and Facility A Loans and (ii) in the case of a Non-Consenting Facility B Lender, such assignment shall, at the election of the Borrower, be limited to an assignment of its Facility B Commitment and Facility B Revolver Loans. Agent is hereby irrevocably authorized With respect to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver such assignment, the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery such assignment receive payment in full of each such Assignment and Acceptance, all amounts owed due and owing to the Affected Lender it hereunder or under any of the other Loan DocumentDocuments with respect to the Loans and Commitments so assigned, including without limitation the aggregate outstanding principal amount of the Revolver such Loans owed to such Affected Lender, together with accrued interest thereon through the date of such assignment, amounts payable to such Affected Lender under Article III with respect to such Loans and all fees payable to such Affected Lender hereunder with respect to such Loans and Commitments so assigned. Upon the replacement of any Affected Any assignment to a Replacement Lender pursuant to the provisions of this Section 13.172.27 shall be in accordance with the provisions of Section 12.03 hereof, such Affected In no event shall any Lender shall cease to have any participation inobligation to issue a new or increased Commitment to replace all or any part of any Commitment of any Non-Consenting Facility A Lender, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Non-Consenting Facility B Lender or any other Person non-consenting Lender under any of the Loan Documents (except as provided in Section 13.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender13.06(b), including any commitment to make Loans or purchase participations in LC Outstandings.

Replacement of Certain Lenders. If a Lender ("“Affected Lender"”) shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested (or deemed requested) by Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers under Section 3.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 hereof claiming that such Lender is unable to extend LIBOR Euro-Dollar Loans to Borrowers for reasons not generally applicable to the other Lenders, or (iv) failed (within 5 Business Days after Agent’s request) or refused to give its consent to any amendment, waiver or action for which consent of all of the Lenders is required and in respect of which the Required Lenders have consented, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower Borrowers may have against such Affected Lender, any Borrower Borrowers or Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower Borrowers and a copy to Borrowers in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agent, all of such Affected Lender's ’s rights and obligations under this Agreement (including its Revolver Commitments and all Loans Obligations owing to it) in accordance with Section 14 hereof; provided, however, that Agent shall have no duty to locate an Eligible Assignee for the purpose of accepting such assignment. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Credit Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Credit Documents (except as provided in Section 13.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Revolver Loans or purchase participations in LC OutstandingsObligations.

Replacement of Certain Lenders. If a Lender ("Affected Lender") shall have (i) failed to fund its Pro Rata share of any Revolver Revolving Loan requested (or deemed requested) by Borrowers Borrower which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers Borrower under Section 3.7 SECTION 4.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 SECTION 4.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers Borrower for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower and a copy to Borrowers Borrower in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agent, all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 SECTION 13 hereof. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Revolving Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17SECTION 12.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 SECTION 12.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandings.

Replacement of Certain Lenders. If In the event a Lender ("Affected LenderAFFECTED LENDER") shall have have: (i) failed to fund its Pro Rata share Revolving Credit Share or Alternate Currency Share, as applicable, of any Revolver Loan Advance requested by Borrowers any Borrower which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers any Borrower under Section 3.7 Sections 2.15(E), 3.1 or 3.2 to recover increased Taxes, Other Taxes or other additional costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies)Lenders, or (iii) delivered a notice pursuant to Section 3.6 hereof 3.3 claiming that such Lender is unable to extend LIBOR Eurocurrency Rate Loans to Borrowers any Borrower for reasons not generally applicable to the other LendersLenders or (iv) has invoked Section 10.2, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lendercase, any Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by a any Borrower and a copy to the Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly executed Assignment assignment and Acceptances within 5 acceptance agreements in substantially the form of Exhibit I five (5) Business Days after the date of such demand, to one or more Lenders willing financial institutions that comply with the provisions of Section 13.3(A) (and, if selected by the Borrowers is reasonably acceptable to accept the Administrative Agent and, if applicable, the Alternate Currency Agent) which any Borrower or the Administrative Agent, as the case may be, shall have engaged for such assignment or assignments, or to one or more Eligible Assignees designated by Agentpurpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including including, without limitation, its Commitments and Revolving Loan Commitment, Alternate Currency Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit and Alternate Currency Loans, and its obligation to participate in Letters of Credit and Alternate Currency Loans hereunder) in accordance with Section 14 hereof. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandings12.

Replacement of Certain Lenders. If (a) In the event a Lender ("“Affected Lender"”): (i) shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested by Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers the Borrower under Section 3.7 2.10 or Section 2.11 to recover increased additional costs incurred by such Lender (or its parent or holding company) which that are not being incurred generally by the other Lenders Lenders, (or their respective parents or holding companies), or (iiiii) shall have delivered a notice pursuant to Section 3.6 hereof 2.12 claiming that such Lender is unable to extend LIBOR Eurodollar Loans to Borrowers the Borrower for reasons not generally applicable to the other Lenders, (iii) shall have invoked Section 9.13 or (iv) shall fail to consent to any proposed amendment, modification, waiver or consent hereunder requiring the unanimous approval of all Lenders or the approval of such Lender as being affected thereby, so long as such proposed amendment, modification, waiver or consent has otherwise been approved by the Required Lenders, then, in any such case and in addition to any other rights and remedies that Agentcase, any other Lender or any the Borrower may have against affect the replacement of such Affected Lender, any Lender in accordance with the provisions of this Section 2.15. The Borrower or Agent may elect to replace an Affected Lender and make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower and a copy to Borrowers in the case of a demand by Agent) for the Affected Lender to assign, and, if a Replacement Lender (as hereinafter defined) notifies the Affected Lender of its willingness to purchase the Affected Lender’s interests in the Facility and the Borrower consents thereto in writing, then such Affected Lender shall assign pursuant to one or more duly executed Assignment Assignments and Acceptances within 5 Assumptions in substantially and in all material respects in the form and substance of Exhibit D five (5) Business Days after the date of such demand, to one or more Lenders willing to accept financial institutions that comply with the provisions of Section 10.02 that the Borrower shall have engaged for such assignment or assignments, or to one or more Eligible Assignees designated by Agentpurpose (each a “Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement (including its Commitments from and all Loans owing to it) in accordance with Section 14 hereof. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demandassignment) under this Agreement and the other Loan Documents in accordance with Section 10.02 (with the Borrower or the Replacement Lender paying any applicable processing or recording fee). The As conditions to any such assignment, (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction and (y) the Affected Lender shall be entitled to receivehave concurrently received, in cash and concurrently with execution and delivery of each such Assignment and Acceptancecash, all amounts owed due and owing to the Affected Lender hereunder or under any other Loan Document, including including, without limitation, the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any , and amounts payable under Section 2.10 and Section 2.11 with respect to such Affected Lender pursuant to this Section 13.17Lender; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to have any participation inbe a party hereto but shall continue to be entitled to the benefits of Section 2.10, entitlement toSection 2.11, or other right to share in the Liens of Agent in any Collateral Section 2.13, Section 9.04 and such Affected Lender shall have no further liability to AgentSection 9.06, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof well as to events or transactions which occur any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 8.05 with respect to obligations and liabilities accruing prior to the replacement of such Affected Lender), including any commitment . A Lender shall not be required to make Loans any such assignment if, prior thereto, as a result of a waiver by such Lender or purchase participations otherwise, the circumstances entitling the Borrower to require such assignment cease to apply. (b) Notwithstanding anything to the contrary contained in LC Outstandingsthis Agreement, each Replacement Lender must be approved by the Agent (such approval not to be unreasonably withheld or delayed) and must comply with the conditions set forth in Section 10.02.

Replacement of Certain Lenders. If In addition to the provisions of Section 13.9.4 hereof, if a Lender ("“Affected Lender"”) shall have (i) failed to fund its Pro Rata share of any Revolver Loan or LC Obligation requested (or deemed requested) by Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers under Section Sections 3.7 or 3.8 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, or (iv) is otherwise in default under any of its obligations hereunder, then, in any such case and in addition to any other rights and remedies that any Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Administrative Agent may make written demand on such Affected Lender (with a copy to Administrative Agent in the case of a demand by a Borrower Borrowers and a copy to Borrowers in the case of a demand by Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 five (5) Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by AgentAgents or Borrowers, all of such Affected Lender's ’s rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 hereof. Administrative Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 five (5) Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Credit Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Administrative Agent in any Collateral and such Affected Lender shall have no further liability to any Agent, any Lender or any other Person Obligor under any of the Loan Credit Documents (except as provided in Section 13.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC OutstandingsObligations. Administrative Agent shall have the right at any time, but shall not be obligated to, upon written notice to any Lender and with the consent of such Lender (which may be granted or withheld in such Lender’s sole discretion), to purchase for Administrative Agent’s own account all of such Lender’s right, title and interest in and to this Agreement, the other Credit Documents and the Obligations (together with such Lender’s interest in the Commitments), for the face amount of the Obligations owed to such Lender (or such greater or lesser amount as Administrative Agent and Lender may mutually agree upon).

Replacement of Certain Lenders. If any Lender or LC Issuer requests any compensation, reimbursement or other payment under any of Sections 2.2(j), 2.14(e), 12.1 or 12.2 with respect to such Lender or LC Issuer, or if the Borrowers are required to pay any additional amount to any Lender or LC Issuer or governmental authority pursuant to Section 12.3, or if any Lender is a “Defaulting Lender” hereunder, or if any Lender ("Affected Lender") shall have (i) failed otherwise fails to fund its Pro Rata share Share of any Revolver Loan requested by Borrowers which such Lender is obligated to fund under Revolving Credit Borrowings or the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers under Section 3.7 to recover increased costs incurred participation purchase price payable by such Lender (for its participating interest hereunder as specified in Section 2.2(d) hereof, or its parent if any Lender notifies the Administrative Agent that it is exercising any right under this Agreement not to fund or holding company) maintain a LIBOR Rate Loan denominated in Dollars which are not being incurred generally by the other Lenders are willing or prepared to fund or maintain, then the Borrowers may, at their sole expense and effort, upon notice to such Lender or LC Issuer and the Administrative Agent, require such Lender or LC Issuer, as the case may be, to assign and delegate, without recourse (or their respective parents or holding companiesin accordance with the restrictions contained in Section 10.2), or (iii) delivered a notice pursuant to Section 3.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lendersall its interests, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower and a copy to Borrowers in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agent, all of such Affected Lender's rights and obligations under this Agreement to an assignee that shall assume such obligations (including which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender or LC Issuer shall have received payment of an amount equal to the outstanding principal of its Commitments Revolving Credit Loans, accrued interest thereon, accrued fees and all Loans owing other amounts payable to itit hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts, including any breakage compensation under Section 12.4 hereof), and (iii) in accordance with Section 14 hereof. Agent is hereby irrevocably authorized the case of any such assignment resulting from a claim for compensation, reimbursement or other payments required to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or made under any other Loan Documentof Sections 2.2(j), including the aggregate outstanding principal amount of the Revolver Loans owed 2.14(e), 12.1 or 12.2 with respect to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17, such Affected Lender shall cease to have any participation in, entitlement toor LC Issuer, or other right resulting from any required payments to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided governmental authority pursuant to Section 12.3, such assignment will result in Section 13.6 hereof as to events a reduction in such compensation, reimbursement or transactions which occur prior to the replacement of such Affected Lender), including any commitment payments. No Lender or LC Issuer shall be required to make Loans any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or purchase participations in LC OutstandingsIssuer or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Certain Lenders. If In the event a Lender ("“Affected Lender"”) shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested by Borrowers which such become a Defaulting Lender is obligated to fund under the terms of this Agreement and which such failure has not been curedSection 2.19, (ii) requested compensation from the Borrowers under Section 3.7 2.14 with respect to recover Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.11 or other additional costs incurred by such Lender (or its parent or holding company) which which, in any case, are not being incurred generally by the other Lenders, (iii) has not agreed to any consent, waiver or amendment that requires the agreement of all Lenders (or their respective parents or holding companies)all affected Lenders in accordance with the terms of Section 9.01 and as to which the Required Lenders have agreed, or (iiiiv) delivered a notice pursuant to Section 3.6 hereof 2.12 claiming that such Lender is unable to extend LIBOR Loans Eurodollar Rate Advances to the Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agentcase, any other Lender the Company or any Borrower may have against such Affected Lender, any Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by a Borrower the Company and a copy to Borrowers the Company in the case of a demand by the Agent) for the Affected Lender to assignassign at par, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Assignments and Acceptances within 5 five Business Days after the date of such demand, to one or more Lenders willing to accept financial institutions that comply with the provisions of Section 9.08 which the Company or the Agent, as the case may be, shall have engaged for such assignment or assignments, or to one or more Eligible Assignees designated by Agentpurpose (“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including including, without limitation, its Commitments and Commitment, all Loans Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 14 hereof9.08. The Agent is hereby irrevocably authorized to execute one or more Assignment of such Assignments and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses failing to execute and deliver the same within 5 Business Days after the date of such demand. The Further, with respect to such assignment, the Affected Lender shall be entitled to receivehave concurrently received, in cash and concurrently with execution and delivery of each such Assignment and Acceptancecash, all amounts owed due and owing to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to ; provided that upon such Affected Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.17’s replacement, such Affected Lender shall cease to have any participation inbe a party hereto but shall continue to be entitled to the benefits of Sections 2.11, entitlement to2.14 and 9.04, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof well as to events any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or transactions disbursements for matters which occur occurred prior to the replacement of such date the Affected Lender), including any commitment to make Loans or purchase participations in LC OutstandingsLender is replaced.

Replacement of Certain Lenders. If a Lender ("Affected Lender") shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested by Borrowers Borrower which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers Borrower under Section 3.7 2.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 2.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers Borrower for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower and a copy to Borrowers Borrower in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agent, all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 13 hereof. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.1712.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 12.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandings.

Replacement of Certain Lenders. If a Lender ("an “Affected Lender"”) shall have (i) failed to fund its Pro Rata share of any Revolver Loan or LC Obligation requested (or deemed requested) by Borrowers a Borrower which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been curedcured within two (2) Business Days, (ii) requested compensation from Borrowers Borrower under Section 3.7 3.6 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 3.5 hereof claiming that such Lender is unable to extend LIBOR Interest Periods Loans to Borrowers such Borrower for reasons not generally applicable to the other Lenders, or (iv) failed or refused to give its consent to any amendment, waiver or action for which consent of all of the Lenders (or all Borrower Group Lenders, as applicable) is required and in respect of which the Required Lenders (or Required Borrower Group Lenders, as applicable) have consented, then, in any such case and in addition to any other rights and remedies that Agentany of Agents, any other Lender or any Borrower Borrowers may have against such Affected Lender, any Borrower or the Applicable Agent may make written demand on such Affected Lender (with a copy to Agent Agents in the case of a demand by a Borrower Borrowers and a copy to Borrowers in the case of a demand by AgentAgents) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 five (5) Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by AgentAgents, all of such Affected Lender's ’s rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 13 hereof. Agent Each of the Agents is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 five (5) Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.1712.11, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent Agents in any Collateral and such Affected Lender shall have no further liability to any Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 12.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC OutstandingsObligations.

Replacement of Certain Lenders. If a Lender (the "Affected Lender") shall have (i) failed to fund its Pro Rata share Proportionate Share of any Revolver Loan requested (or deemed requested) by the Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers under Section 3.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, then, in any such case and in addition to any other rights and remedies that the Agent, any other Lender or any Borrower the Borrowers may have against such Affected Lender, any Borrower the Agent or the Borrowers' Agent may make written demand on such Affected Lender (with a copy to Agent the Borrowers' Agent, in case of demand by the Agent, and with a copy to the Agent, in the case of a demand by a Borrower and a copy to Borrowers in the case of a demand by Borrowers' Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 five (5) Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees (to the extent willing to accept such assignment or assignments) designated by the Agent or the Borrowers' Agent (provided such Eligible Assignee is reasonably acceptable to the Agent and, if no Event of Default exists, the Borrowers' Agent), all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14 hereof. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demandArticle 13. The Affected Lender shall be entitled to receive, in cash and concurrently with the execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender pursuant to this Section 13.174.7(e), such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens Security Interest or any other Lien of the Agent in any Collateral and such Affected Lender shall have no further liability to the Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof 14.7 and elsewhere in this Agreement as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC Outstandings.

Replacement of Certain Lenders. If a Lender ("Affected Lender") shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested (or deemed requested) by Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers under Section SECTION 3.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section SECTION 3.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, (iv) defaulted in paying or performing any of its obligations to Agent, or (v) failed or refused to give its consent to any amendment, waiver or action for which consent of all of the Lenders is required and in respect of which the Required Lenders have consented, then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by a Borrower Borrowers and a copy to Borrowers in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agent, all of such Affected Lender's rights and obligations under this Agreement (including its Commitments and all Loans owing to it) in accordance with Section SECTION 14 hereof. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignmentassignment (but excluding any prepayment penalty or termination charge). Upon the replacement of any Affected Lender pursuant to this Section SECTION 13.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section SECTION 13.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment Commitment to make Loans or purchase participations in LC OutstandingsObligations. Agent shall have the right at any time, but shall not be obligated to, upon written notice to any Lender and with the consent of such Lender (which may be granted or withheld in such Lender's sole discretion), to purchase for Agent's own account all of such Lender's right, title and interest in and to this Agreement, the other Loan Documents and the Obligations (together with such Lender's interest in the Commitments), for the face amount of the Obligations owed to such Lender (or such greater or lesser amount as Agent and Lender may mutually agree upon).

Replacement of Certain Lenders. If a Lender ("“Affected Lender"”) shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested (or deemed requested) by Borrowers which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) requested compensation from Borrowers under Section 3.7 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies), or (iii) delivered a notice pursuant to Section 3.6 hereof claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, (iv) defaulted in paying or performing any of its obligations to Administrative Agent, or (v) failed or refused to give its consent to any amendment, waiver or action for which consent of all of the Lenders is required and in respect of which the Required Lenders have consented, then, in any such case and in addition to any other rights and remedies that Administrative Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Administrative Agent may make written demand on such Affected Lender (with a copy to Administrative Agent in the case of a demand by a Borrower Borrowers and a copy to Borrowers in the case of a demand by Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Administrative Agent, all of such Affected Lender's ’s rights and obligations under this Agreement (including its Commitments Commitment and all Loans owing to it) in accordance with Section 14 hereof14. Administrative Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within 5 Business Days after the date of such demand. The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignmentassignment (but excluding any prepayment penalty or termination charge. Upon the replacement of any Affected Lender pursuant to this Section 13.17, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Administrative Agent in any Collateral and such Affected Lender shall have no further liability to Administrative Agent, any Lender or any other Person under any of the Loan Documents (except as provided in Section 13.6 hereof as to events or transactions which occur prior to the replacement of such Affected Lender), including any commitment to make Loans or purchase participations in LC OutstandingsObligations. Administrative Agent shall have the right at any time, but shall not be obligated to, upon written notice to any Lender and with the consent of such Lender (which may be granted or withheld in such Lender’s discretion), to purchase for Administrative Agent’s own account all of such Lender’s right, title and interest in and to this Agreement, the other Loan Documents and the Obligations (together with such Lender’s interest in the Commitments), for the face amount of the Obligations owed to such Lender (or such greater or lesser amount as Administrative Agent and Lender may mutually agree upon).