Common use of Replacement of Certain Lenders Clause in Contracts

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, (b) 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 addition to any other rights and remedies that any Person may have, Administrative Agent may, by notice to such Lender within 10 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Administrative Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Administrative Agent’s notice. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Event).

Replacement of Certain Lenders. If a Lender (a) any Lender becomes the subject of an insolvency proceeding or any United States Government Authority assumes control of such Lender or any holding company of which such Lender is a Defaulting LenderSubsidiary, requests compensation under Section 5.01 or Section 5.06 hereof or gives notice under Section 5.03 hereof suspending its obligation to make or maintain Eurodollar Loans hereunder and (b) fails to give its consent to any amendmentno Default shall have occurred and be continuing, waiver or action for which consent of all Lenders was required and Required Lenders consentedthen the Borrower, then, in addition to any other rights and remedies that any Person may have, Administrative Agent may, by upon not less than three Business Days' prior notice to such Lender within 10 days after such event(with a copy to the Administrative Agent), may require that such Lender assign (in which case such Lender shall assign as provided in Section 12.06 hereof) its Loan(s) to assign all of its rights and obligations under one or more other Lenders, or another lender (reasonably acceptable to the Loan Documents to Eligible Assignee(s) Administrative Agent), specified by Administrative Agent, pursuant the Borrower in such notice that are willing to appropriate Assignment and Acceptance(saccept such assignment for an amount equal to the sum of the outstanding aggregate principal amount of such Lender's Loan(s) and within 20 days after Administrative Agent’s notice. Administrative Agent is irrevocably appointed as attorney-in-fact unpaid interest thereon accrued to execute any such Assignment and Acceptance if Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of the consummation of such assignment (but excluding any prepayment charge other than, such assignment to be pursuant to documentation reasonably acceptable to the extent assigning Lender), provided that upon the consummation of such assignment the Borrower shall pay to such Lender is being replaced pursuant (if not paid to such Lender by the assignee) (x) such amounts (if any) as are then owing to such Lender under this Section 12.10 5 (including, without limitation, amounts under Section 5.05 hereof, if any, that the Borrower would be required to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable pay to such Lender if it had consented the Loan(s) assigned by such Lender were being prepaid by the Borrower on the date of such assignment) and (y) all other amounts then owing by the Borrower hereunder to or for the account of such Repricing Event)Lender.

Replacement of Certain Lenders. If a Lender (a) the Loan Party Agent is entitled to replace a Defaulting LenderLender pursuant to Section 2.5.4, (b) the Lender is a Defaulting Lender or (c) the Lender 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 addition to any other rights and remedies that any Person may have, Administrative (i) the Loan Party Agent may, at its sole expense and effort (including, for the avoidance of doubt, the payment of the assignment fee (if any) under Section 13.3), upon notice to such Lender and the Agent within one hundred eighty (180) days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s), pursuant to appropriate Assignment and Acceptance(s) and within twenty (20) days after the Agent’s notice and (ii) the Agent may, by notice to such Lender within 10 one hundred eighty (180) days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Administrative the Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 twenty (20) days after Administrative the Agent’s notice. Administrative The Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if Lender such Xxxxxx fails to execute same. Such Lender shall be entitled to receivereceive from such Eligible Assignee, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Eventcharge).

Replacement of Certain Lenders. If a Lender (a) requests compensation under Section 3.7.1 or requires Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any governmental authority for the account of any Lender pursuant to Section 5.10 and, in each case, such Lender has declined or is unable to designate a Defaulting Lenderdifferent lending office in accordance with Section 3.8, (b) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, or (b) is a Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, Administrative Agent or Borrower may, by notice to such Lender within 10 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Transaction Documents to Eligible Assignee(s) specified by Administrative Agent), pursuant to appropriate Assignment and Acceptance(s) and Assumption(s), within 20 days after Administrative Agent’s the notice; provided, that in the case of any such assignment resulting from a claim for compensation under Section 3.7.1 or payments required to be made pursuant to Section 5.10, such assignment will result in a reduction in such compensation or payments thereafter. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance Assumption if the Lender fails to execute sameit. Such Lender shall be entitled to receive, in cashcash from such Eligible Assignee, concurrently with such assignment, all amounts owed to it under the Loan Transaction Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Eventcharge).

Replacement of Certain Lenders. If a Lender (a) fails to fund its Pro Rata share of any Loan or LC Obligation hereunder, and such failure is a Defaulting Lendernot cured within two Business Days, (b) defaults in performing any of its obligations under the Loan Documents, or (c) 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 addition to any other rights and remedies that any Person may have, Administrative Agent may, by notice to such Lender within 10 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Administrative Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Administrative Agent’s notice. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if a Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge other thancharge). All fees, cost and expenses (including any assignment or processing fee due to the extent such Lender is being replaced Agent) associated with an assignment pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Event)shall be paid by Borrowers.

Replacement of Certain Lenders. If a Lender (a) fails to fund its Pro Rata share of any Loan or LC Obligation hereunder, and such failure is a Defaulting Lendernot cured within two Business Days, (b) defaults in performing any of its obligations under the Loan Documents, (c) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (d) requests compensation under Section 3.7, or if Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of such Lender pursuant to Section 5.9, or (e) delivers a notice to Agent claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, then, in each such case and in addition to any other rights and remedies that any Person may have, Administrative Agent may, by notice to such Lender within 10 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Administrative Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Administrative Agent’s notice. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge other thancharge). Borrowers may, by notice to Agent, request that Agent take the extent such Lender is being replaced pursuant to actions set forth in this Section 12.10 12.10, but Agent shall have no obligation to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to act upon any such Lender if it had consented to such Repricing Event)request at any time.

Replacement of Certain Lenders. If a Lender (a) fails to fund its Pro Rata share of any Loan or LC Obligation hereunder, and such failure is a Defaulting Lendernot cured within two Business Days, (b) defaults in performing any of its obligations under the Loan Documents, (c) requests compensation under Section 3.7 or receives compensation under Section 5.9, or (d) 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 addition to any other rights and remedies that any Person may have, Administrative Agent may, (i) may by notice to such Lender within 10 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to an Eligible Assignee(s) specified by Administrative Agent or (ii) shall, so long as no Event of Default has occurred and is continuing and at Borrower’s request, by notice to such Lender within 120 days after such event, use commercially reasonable efforts to require such Lender to assign all of its rights and obligations under the Loan Documents to an Eligible Assignee(s) identified by Borrower and reasonably acceptable to Agent, in each case, pursuant to appropriate Assignment and Acceptance(s) and within 20 5 days after Administrative Agent’s notice. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Eventcharge).

Replacement of Certain Lenders. If a Lender (a) the Loan Party Agent is entitled to replace a Defaulting LenderLender pursuant to Section 2.5.4, (b) the Lender is a Defaulting Lender or (c) the Lender 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 addition to any other rights and remedies that any Person may have, Administrative (i) the Loan Party Agent may, at its sole expense and effort (including, for the avoidance of doubt, the payment of the assignment fee (if any) under Section 13.3), upon notice to such Lender and the Agent within one hundred eighty (180) days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s), pursuant to appropriate Assignment and Acceptance(s) and within twenty (20) days after the Agent’s notice and (ii) the Agent may, by notice to such Lender within 10 one hundred eighty (180) days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Administrative the Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 twenty (20) days after Administrative the Agent’s notice. Administrative The Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if such Lender fails to execute same. Such Lender shall be entitled to receivereceive from such Eligible Assignee, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Eventcharge).

Replacement of Certain Lenders. If In the event a Lender (a"Affected Lender") shall have: (i) failed to fund its Revolving Credit Share of any Advance requested by either Brightpoint or BPI which such Lender is a Defaulting Lenderobligated to fund under the terms of this Agreement and which failure has not been cured, (bii) fails requested compensation from any Borrower under Sections 2.14(E)4, 3.1 or 3.2 to give its consent recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to Section 3.3 claiming that such Lender is unable to extend Eurocurrency Rate Loans to any amendment, waiver Borrower for reasons not generally applicable to the other Lenders or action for which consent of all Lenders was required and Required Lenders consented(iv) has invoked Section 10.2, then, in addition to any other rights and remedies that such case, any Person may have, Borrower or the Administrative Agent may, may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by notice any Borrower and a copy to such Lender within 10 days after such event, require such 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 and acceptance agreements in substantially the form of Exhibit H five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 13.3(A) (and, if selected by the Borrowers is reasonably acceptable to the Administrative Agent) which any Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("Replacement Lender"), all of its such Affected Lender's rights and obligations under this Agreement and the other Loan Documents to Eligible Assignee(s) specified by Administrative Agent(including, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Administrative Agent’s notice. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if Lender fails to execute same. Such Lender shall be entitled to receivewithout limitation, in cash, concurrently with such assignmentits Revolving Loan Commitment, all amounts owed Loans owing to it under the Loan Documentsit, including all principalof its participation interests in existing Facility Letters of Credit, interest and fees through the date its obligation to participate in Facility Letters of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Credit and Swing Line Loans hereunder) in accordance with Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Event)12.

Replacement of Certain Lenders. If a Lender (a) fails to fund its Pro Rata share of any Loan or LC Obligation hereunder, and such failure is a Defaulting Lendernot cured within two Business Days, (b) defaults in performing any of its obligations under the Loan Documents, or (c) 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 addition to any other rights and remedies that any Person may have, Administrative Agent may, by notice to such Lender within 10 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Administrative Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Administrative Agent’s notice. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if such Lender fails to execute same. Until such time as one or more replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of such Lender hereunder and other then other Loan Documents, such Lender shall remain obligated to make such Lender’s Pro Rata share of Loans and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of such Letters of Credit. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest interest, fees, and fees an assumption of its Pro Rata share of the Letters of Credit, through the date of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Eventcharge).

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, (b) fails to give its consent to any amendment, waiver or action for which consent of all Lenders or the Supermajority Required Facility Lenders was required required, and Required Lenders Lenders, or Required Facility Lenders, as applicable, have consented, or (c) gives notice under Section 3.5 or requests compensation under Section 3.7, or if either Borrower is required to pay additional amounts or indemnity payments with respect to a Lender under Section 5.8, then, in addition to any other rights and remedies that any Person may have, Administrative Agent or Loan Party Agent may, by notice to such Lender within 10 one hundred twenty (120) days after such eventevent (or within one hundred twenty (120) days after receipt of a notice from such Lender claiming indemnity payments under Section 5.8), require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Administrative Agent or Loan Party Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 twenty (20) days after Administrative Agent’s or Loan Party Agent’s notice, as applicable. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Event)charge.

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, or (b) fails (i) requested compensation from Borrowers under Section 3.7 or 3.8 to recover increased costs incurred by such Lender (or its parent or holding company) or restore a rate of return on capital which are not being incurred and requested generally by the other Lenders (or their respective parents or holding companies), (ii) delivered a notice pursuant to Section 3.6 claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, (iii) defaulted in paying or performing any of its obligations to Agent, 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 was 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 Person other Lender or Borrowers may havehave against such Lender, Administrative any Borrower or Agent may, by notice to such Lender within 10 120 days after such eventevent (with a copy to Agent in the case of a demand by Borrowers and a copy to Borrowers in the case of a demand by Agent), require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Administrative Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Administrative Agent’s (or Borrowers’) notice. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Coltec Industries Inc and the other Borrowers and Guarantors December 16, 2008 Page 11 Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Eventcharge).

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, (b) fails to give its consent to any amendment, waiver or action for which consent of all Lenders or the Supermajority Required Facility Lenders was required required, and Required Lenders Lenders, or Required Facility Lenders, as applicable, have consented, or (c) gives notice under Section 3.5 or requests compensation under Section 3.7, or if either Borrower is required to pay additional amounts or indemnity payments with respect to a Lender under Section 5.8, then, in addition to any other rights and remedies that any Person may have, Administrative Agent or Loan Party Agent may, by notice to such Lender within 10 one hundred twenty (120) days after such eventevent (or within one hundred twenty (120) days after receipt of a notice from such Lender claiming indemnity payments under Section 5.8), require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Administrative Agent or Loan Party Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 twenty (20) days after Administrative Agent’s or Loan Party Agent’s notice, as applicable; provided that, in the case of an assignment resulting from a claim for compensation or indemnity payments under Section 3.7 or Section 5.8, such assignment will result in a reduction of claims for compensation or indemnity payments thereafter. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if Lender Xxxxxx fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Event)charge.

Replacement of Certain Lenders. If If (a) a Lender (a) is a Defaulting Lender, (bi) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (ii) is a Defaulting Lender, or (iii) requests compensation under Section 3.4, or (b) any Borrower is required to pay additional amounts or indemnity payments with respect to a Lender under Section 5.7, then, in addition to any other rights and remedies that any Person may have, Administrative Agent Borrower may, by notice to such Lender within 10 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Administrative Agent), pursuant to appropriate Assignment and Acceptance(s) and ), within 20 days after Administrative Agent’s the notice, provided, that (i) in the case of any such assignment resulting from a claim for compensation under Section 3.4 or payments required to be made pursuant to Section 5.7, such assignment will result in a reduction in such compensation or payments thereafter and (ii) a Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply. Administrative Agent is irrevocably appointed as attorney-in-fact If the Lender fails to execute any such Assignment and Acceptance Acceptance, such Assignment and Assumption Agreement shall nevertheless be authorized and accepted if Lender fails presented to execute samethe Administrative Agent by the Borrower. Such Lender shall be entitled to receive, in cashCash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees Documents through the date of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Event)assignment.

Replacement of Certain Lenders. If a Lender (a) fails to fund its Pro Rata share of any Loan or LC Obligation hereunder, and such failure is a Defaulting Lendernot cured within two Business Days, (b) defaults in performing any of its obligations under the Loan Documents, (c) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, or (d) requests compensation pursuant to Section 3.7 or becomes entitled to and requests payment for Additional Taxes or other Taxes pursuant to Section 5.9 then, in addition to any other rights and remedies that any Person may have, Administrative Agent Agent, so long as no Event of Default has occurred and is continuing, the Borrower Agent, may, by notice to such Lender within 10 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Administrative Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Administrative Agent’s notice. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Eventcharge).

Replacement of Certain Lenders. If a Lender (a) fails to fund its Pro Rata share of any Loan or LC Obligation hereunder, and such failure is a Defaulting Lendernot cured within two Business Days, (b) defaults in performing any of its obligations under the Loan Documents, (c) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (d) cannot make a LIBOR Revolver Loan in accordance with SECTION 3.5 or (e) requests reimbursement for increased costs pursuant to SECTION 3.7, or taxes pursuant to SECTION 5.9 then, in addition to any other rights and remedies that any Person may have, Administrative Agent may, by notice to such Lender within 10 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Administrative Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Administrative Agent’s 's notice. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Eventcharge).

Replacement of Certain Lenders. If a Lender (a) requests compensation under Section 3.7.1 or requires Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any governmental authority for the account of any Lender pursuant to Section 5.10 and, in each case, such Lender has declined or is unable to designate a Defaulting Lenderdifferent lending office in accordance with Section 3.8, (b) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, or (c) is a Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, Administrative Agent or Borrower may, by notice to such Lender within 10 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Transaction Documents to Eligible Assignee(s) specified by Administrative Agent), pursuant to appropriate Assignment and Acceptance(s) and ), within 20 days after Administrative Agent’s the notice; provided, that in the case of any such assignment resulting from a claim for compensation under Section 3.7.1 or payments required to be made pursuant to Section 5.10, such assignment will result in a reduction in such compensation or payments thereafter. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute sameit. Such Lender shall be entitled to receive, in cashcash from such Eligible Assignee, concurrently with such assignment, all amounts owed to it under the Loan Transaction Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Eventcharge).

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lenderrequests compensation under Section 3.7 which was not similarly requested by Required Lenders, (b) fails Borrowers are required to give its consent pay any additional amount to any amendmentLender or any Governmental Authority for the account of any Lender pursuant to Section 5.9 and a similar payment was not required with respect to Required Lenders, waiver or action for which consent of all Lenders was required (c) any Lender gives notice under Section 3.5 and similar notice is not given by Required Lenders consentedLenders, then, in addition to any other rights and remedies that any Person may haveat Borrowers’ request, Administrative Agent may, shall require (by Agent’s giving of written notice thereof to such Lender within 10 days after such event, require Lender) such Lender to assign (and such Lender shall thereupon assign) all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified (which Agent in good faith believes are not at the time subject to or affected by Administrative Agentany of the matters referred to in clause (a), clause (b) or clause (c) preceding), pursuant to appropriate Assignment and Acceptance(s) and ), within 20 days after Administrative Agentsuch Lender’s noticereceipt of such request. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if such Lender fails to execute sameit within 20 days of such Lender’s receipt of such request for assignment. Such assigning Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest interest, fees and fees other amounts through the date of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Eventcharge).

Replacement of Certain Lenders. If a In the event that any Lender (ai) fails to fund its Pro Rata Share of any Loan or Letter of Credit Obligation hereunder, and such failure is a Defaulting Lendernot cured within two Business Days, (bii) defaults in performing any of its obligations under the Loan Documents, or (iii) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (iv) requests reimbursement for amounts owing pursuant to Section 3.6, 3.7 or 5.11, or (v) gives notice pursuant to Section 3.5 hereof, then, in addition to any other rights and remedies that any Person may have, Administrative Borrower may, on notice to Agent and such Lender and the Agent may, by notice to such Lender Lenders, in each case within 10 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Administrative the Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Administrative Agent’s such notice. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Eventcharge).

Replacement of Certain Lenders. If a In the event that any Lender (a) fails to fund its Pro Rata share of any Loan or LC Obligation hereunder, and such failure is a Defaulting Lendernot cured within two Business Days, (b) defaults in performing any of its obligations under the Loan Documents, (c) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (d) cannot make a LIBOR Revolver Loan in accordance with Section 3.5 or (e) requests reimbursement for increased costs pursuant to Section 3.6, for increased costs pursuant to Section 3.7, or taxes pursuant to Section 5.9 then, in addition to any other rights and remedies that any Person may have, Administrative Agent may, and at the request of Borrower Representative, shall, by notice to such Lender within 10 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Administrative Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Administrative Agent’s notice. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Eventcharge).

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, (b) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (b) requests compensation or payment of additional amounts from any Borrower under either Section 3.7 or 3.9, or if any Obligor is required to pay any Indemnified Taxes or additional amounts to such Lender pursuant to Section 5.9 or (c) is a Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, Administrative Agent or Borrower Agent may, by notice to such Lender within 10 days after such eventLender, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Administrative Agent), pursuant to appropriate Assignment Assignment(s), within five (5) Business Days after the notice; provided, that, a Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Agent or Borrower Agent to require such assignment and Acceptance(s) and within 20 days after Administrative Agent’s noticedelegation cease to apply. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute sameit. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees Documents through the date of assignment (but excluding assignment; provided, that notwithstanding the foregoing sentence, Borrowers shall not be required to reimburse any prepayment charge other than, to the extent such departing Lender is being replaced for any compensation or payment of additional amounts incurred pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Event).3.7

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, or (b) fails (i) requested compensation from Borrowers under Section 3.7 or 3.8 to recover increased costs incurred by such Lender (or its parent or holding company) or restore a rate of return on capital which are not being incurred and requested generally by the other Lenders (or their respective parents or holding companies), (ii) delivered a notice pursuant to Section 3.6 claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, (iii) defaulted in paying or performing any of its obligations to Agent, 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 was 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 Person other Lender or Borrowers may havehave against such Lender, Administrative any Borrower or Agent may, by notice to such Lender within 10 120 days after such eventevent (with a copy to Agent in the case of a demand by Borrowers and a copy to Borrowers in the case of a demand by Agent), require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Administrative Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Administrative Agent’s (or Borrowers’) notice. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Event).the

Replacement of Certain Lenders. If a Lender shall have (a) is made a Defaulting Lender, claim against the Company under Section 3.1 or 3.3 or (b) fails suspended its obligations to give its consent make IBOR Loans under subsection 3.2(a), the Company may make written demand on the affected Lender (with a copy to any amendmentthe Administrative Agent) to assign, waiver and such affected Lender shall assign, pursuant to one or action for more duly executed Assignment and Acceptances within five Business Days after the date of such demand, to one or more Assignees to whom the Administrative Agent has consented (which consent of all Lenders was required and Required Lenders consentedshall not be unreasonably withheld), then, in addition to any other rights and remedies that any Person may have, Administrative Agent may, by notice to such Lender within 10 days after such event, require such Lender to assign all of its such affected Lender’s rights and obligations under this Agreement (including without limitation such affected Lender’s Commitment and all Loans owing to it), in accordance with the Loan Documents terms of Section 10.8 hereof; provided, that the Administrative Agent shall have no duty to Eligible Assignee(s) specified by Administrative Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Administrative Agent’s noticelocate an acceptable Assignee for the purposes of accepting such assignment. The Administrative Agent is hereby irrevocably appointed authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any affected Lender which fails to or refuses to execute any such Assignment and Acceptance if Lender fails to execute samedeliver the same in a timely manner. Such Each affected Lender shall be entitled to receive, in cash, cash and concurrently with such assignmentthe execution and delivery of the applicable Assignment and Acceptances, all amounts owed to it such affected Lender hereunder and under any of the other Loan Documents, including all principal, accrued interest and fees through the date of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Event)assignment.

Replacement of Certain Lenders. If a Lender shall have (a) is made a Defaulting Lender, claim against the Company under Section 3.1 or 3.3 or (b) fails suspended its obligations to give its consent make IBOR Loans under subsection 3.2(a), the Company may make written demand on the affected Lender (with a copy to any amendmentthe Administrative Agent) to assign, waiver and such affected Lender shall assign, pursuant to one or action for more duly executed Assignment and Acceptances within five Business Days after the date of such demand, to one or more Assignees to whom the Administrative Agent has consented (which consent of all Lenders was required and Required Lenders consentedshall not be unreasonably withheld), then, in addition to any other rights and remedies that any Person may have, Administrative Agent may, by notice to such Lender within 10 days after such event, require such Lender to assign all of its such affected Lender's rights and obligations under this Agreement (including without limitation such affected Lender's Revolving Commitment, Term Commitment and all Loans owing to it), in accordance with the Loan Documents terms of Section 10.8 hereof; PROVIDED, that the Administrative Agent shall have no duty to Eligible Assignee(s) specified by Administrative Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Administrative Agent’s noticelocate an acceptable Assignee for the purposes of accepting such assignment. The Administrative Agent is hereby irrevocably appointed authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any affected Lender which fails to or refuses to execute any such Assignment and Acceptance if Lender fails to execute samedeliver the same in a timely manner. Such Each affected Lender shall be entitled to receive, in cash, cash and concurrently with such assignmentthe execution and delivery of the applicable Assignment and Acceptances, all amounts owed to it such affected Lender hereunder and under any of the other Loan Documents, including all principal, accrued interest and fees through the date of assignment (but excluding any prepayment charge other than, to the extent such Lender is being replaced pursuant to this Section 12.10 to effect a Repricing Event, the Prepayment Fees that would have otherwise been payable to such Lender if it had consented to such Repricing Event)assignment.