Common use of Replacement of Lender in Respect of Increased Costs Clause in Contracts

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased costs as provided in this SECTION 1.16, Borrower may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, Borrower, with the consent of Agent, may obtain, at Borrower's expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must be satisfactory to Agent. If Borrower obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, Borrower's rights under this SECTION 1.16 shall terminate and Borrower shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(A), 1.16(A) and 1.16(B).

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower of written notice and demand from any Lender (an "“Affected Lender"”) for payment of additional amounts or increased costs as provided in this SECTION 1.16Section 1.17(a), 1.19 or 1.20, Borrower may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, Borrower, with the consent of Agent, may obtain, at Borrower's ’s expense, a replacement Lender ("“Replacement Lender"”) for the Affected Lender, which Replacement Lender must be reasonably satisfactory to Agent. If Borrower obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Revolving Credit Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's ’s notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, Borrower's ’s rights under this SECTION 1.16 Section 1.22 shall terminate and Borrower shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(ASections 1.17(a), 1.16(A) 1.19 and 1.16(B)1.20.

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower of written notice and demand from any Lender (an "Affected LenderAFFECTED LENDER") for payment of additional amounts or increased costs as provided in this SECTION 1.161.17(a), 1.19 or 1.20 Borrower may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, Borrower, with the consent of Agent, may obtain, at Borrower's expense, a replacement Lender ("Replacement LenderREPLACEMENT LENDER") for the Affected Lender, which Replacement Lender must be satisfactory to Agent. If Borrower obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided PROVIDED that Borrower shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, Borrower's rights under this SECTION 1.16 1.22 shall terminate and Borrower shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(A1.17(a), 1.16(A) and 1.16(B)1.19 AND 1.20.

Replacement of Lender in Respect of Increased Costs. Within --------------------------------------------------- fifteen (15) days after receipt by Borrower of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased --------------- costs as provided in this SECTION 1.16Sections 1.15(a), 1.16(a) or 1.16(b), Borrower may, at its ------------------------------------ option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have has occurred and be is continuing, Borrower, with the consent of Agent, may obtain, at Borrower's expense, a replacement Lender ("Replacement Lender") for the Affected Lender, ------------------ which Replacement Lender must be satisfactory to Agent. If Borrower obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower shall have -------- reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, Borrower's rights under this SECTION 1.16 Section 1.16(d) shall terminate as to that Affected Lender and Borrower shall --------------- promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(ASections 1.15(a), 1.16(A1.16(a) and 1.16(B1.16(b).. -------------------------------------

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower of written notice and demand from any Lender (an "Affected LenderAFFECTED LENDER") for payment of additional amounts or increased costs as provided in this SECTION 1.161.15(a), 1.16(a) or 1.16(b), Borrower may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, Borrower, with the consent of Agent, may obtain, at Borrower's expense, a replacement Lender ("Replacement LenderREPLACEMENT LENDER") for the Affected Lender, which Replacement Lender must be satisfactory to Agent. If Borrower obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, Borrower's rights under this SECTION 1.16 1.16(d) shall terminate and Borrower shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(A1.15(a), 1.16(A1.16(a) and 1.16(B1.16(b).

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower Representative of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased costs as provided in this SECTION 1.16Section 2.17, 2.18(a) or 2.18(b), Borrower Representative may, at its option, notify Administrative Agent and such Affected Lender of its intention to replace the Affected Lender. So As long as no Default or Event of Default shall have occurred and be continuing, BorrowerBorrower Representative, with the consent of Administrative Agent, may obtain, at Borrower's Borrowers' expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must be satisfactory to Administrative Agent. If Borrower obtains Borrowers obtain a Replacement Lender within ninety (90) days following notice of its their intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale; provided, provided however, that Borrower Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower Borrowers shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's Borrowers' notice of intention to replace such Affected Lender. Furthermore, if Borrower gives Borrowers give a notice of intention to replace and does do not so replace such Affected Lender within ninety (90) days thereafter, Borrower's Borrowers' rights under this SECTION 1.16 Section 2.18(d) shall terminate and Borrower Borrowers shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(ASections 2.17(a), 1.16(A2.18(a) and 1.16(B2.18(b).

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased costs as provided in this SECTION 1.16Section 1.15(a), 1.16(a) or 1.16(b), Borrower may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, Borrower, with the consent of Agent, may obtain, at Borrower's expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must be satisfactory to Agentan Eligible Assignee in the case of a Tranche A Revolving Lender being replaced. If Borrower obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafterLender, Borrower's rights under this SECTION 1.16 Section 1.16(d) shall terminate and Borrower shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(ASections 1.15(a), 1.16(A1.16(a) and 1.16(B1.16(b).

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased costs as provided in this SECTION Section 1.16, Borrower may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, Borrower, with the consent of Agent, may obtain, at Borrower's expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must be satisfactory to Agent. If Borrower obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, Borrower's rights under this SECTION Section 1.16 shall terminate and Borrower shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(ASections 1.15(a), 1.16(A1.16(a) and 1.16(B1.16(b).

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased costs as provided in this SECTION 1.161.15(a), 1.16(a) or 1.16(b), Borrower may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, Borrower, with the consent of Agent, may obtain, at Borrower's expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must be satisfactory to Agent. If Borrower obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected Lender must sell and assign its Loans Loan and Commitments Revolving Loan Commitment to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, Borrower's rights under this SECTION 1.16 1.16(d) shall terminate as to such Affected Lender with respect to the specific notice and demand given and Borrower shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(A1.15(a), 1.16(A1.16(a) and 1.16(B1.16(b).

Replacement of Lender in Respect of Increased Costs. Within --------------------------------------------------- fifteen (15) days after receipt by Borrower of written notice and demand from any Lender or a participant that has purchased a participation from such Lender (an "Affected Lender") for payment of taxes, additional amounts or increased --------------- costs as provided in this SECTION 1.16Section 1.15 or Section 1.16(a) or (b), Borrower may, at ------------ --------------- --- its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. Lender as follows: So long as no Default or Event of Default shall have occurred and be continuing, Borrower, with the consent of Agent, may obtain, at Borrower's expense, a replacement Lender ("Replacement Lender") for ------------------ the Affected Lender, which Replacement Lender must be reasonably satisfactory to Agent. If Borrower obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender Lender, if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, Borrower's rights under this SECTION 1.16 Section 1.16(e) shall terminate and Borrower shall --------------- promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(A)Sections 1.15, 1.16(A1.16(b) and 1.16(B(c).. ------------- ------- ---

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower Representative of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased costs as provided in this SECTION 1.16Section 1.15(a), 1.16(a), 1.16(b) or 1.16(c), Borrower Representative may, at its option, notify Administrative Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, BorrowerBorrower Representative, with the consent of Administrative Agent, may obtain, at Borrower's Borrowers' expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must be satisfactory to Administrative Agent. If Borrower obtains Borrowers obtain a Replacement Lender within ninety (90) days following notice of its their intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, ; provided that Borrower Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower Borrowers shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's Borrowers' notice of intention to replace such Affected Lender. Furthermore, if Borrower gives Borrowers give a notice of intention to replace and does do not so replace such Affected Lender within ninety (90) days thereafter, Borrower's Borrowers' rights under this SECTION 1.16 Section 1.16(d) shall terminate and Borrower terminate. In any event, Borrowers shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(ASections 1.15(a), 1.16(A1.16(a) and 1.16(B1.16(b).

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower Representative of written notice and demand from any Lender (an "Affected LenderAFFECTED LENDER") for payment of additional amounts or increased costs as provided in this SECTION 1.161.15(a), 1.16(a) or 1.16(b) or of such Lender's inability to make LIBOR Loans as provided in SECTION 1.16(c), Borrower Representative may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, BorrowerBorrower Representative, with the consent of Agent, may obtain, at Borrower's Borrowers' expense, a replacement Lender ("Replacement LenderREPLACEMENT LENDER") for the Affected Lender, which Replacement Lender must be satisfactory to Agent. If Borrower obtains Borrowers obtain a Replacement Lender within ninety (90) days following notice of its their intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided PROVIDED that Borrower Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower Borrowers shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's Borrowers' notice of intention to replace such Affected Lender. Furthermore, if Borrower gives Borrowers give a notice of intention to replace and does do not so replace such Affected Lender within ninety (90) days thereafter, Borrower's Borrowers' rights under this SECTION 1.16 1.16(d) shall terminate and Borrower Borrowers shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(A1.15(a), 1.16(A1.16(a) and 1.16(B1.16(b).

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower Representative of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased costs as provided in this SECTION 1.16Section 1.15(a), 1.16(a) or 1.16(b), Borrower Representative may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, BorrowerBorrower Representative, with the consent of AgentAgent (which consent shall not be unreasonably withheld), may obtain, at Borrower's Borrowers' and Specified Borrowers' expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must be satisfactory to Agent. If Borrower obtains Borrowers and Specified Borrowers obtain a Replacement Lender within ninety (90) days following notice of its their intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower Borrowers and Specified Borrowers, and jointly and severally as co-obligors, shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower Borrowers and Specified Borrowers shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of BorrowerBorrower Representative's notice of intention to replace such Affected Lender. Furthermore, if Borrower Representative gives a notice of intention to replace and does Borrowers and Specified Borrowers do not so replace such Affected Lender within ninety (90) days thereafter, Borrowers' and Specified Borrower's rights under this SECTION 1.16 Section 1.16(d) shall terminate and Borrower Borrowers and Specified Borrowers shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(ASections 1.15(a), 1.16(A1.16(a) and 1.16(B1.16(b).

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower Representative of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased costs as provided in this SECTION 1.16Section 1.15(a), 1.16(a), 1.16(b) or 1.16(c), Borrower Representative may, at its option, notify Administrative Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, BorrowerBorrower Representative, with the consent of Administrative Agent, may obtain, at Borrower's Borrowers' expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must be satisfactory to Administrative Agent. If Borrower obtains Borrowers obtain a Replacement Lender within ninety (90) days following notice of its their intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower Borrowers shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's Borrowers' notice of intention to replace such Affected Lender. Furthermore, if Borrower gives Borrowers give a notice of intention to replace and does do not so replace such Affected Lender within ninety (90) days thereafter, Borrower's Borrowers' rights under this SECTION 1.16 Section 1.16(d) shall terminate and Borrower Borrowers shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(ASections 1.15(a), 1.16(A1.16(a) and 1.16(B1.16(b).

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after After receipt by Borrower Representative of written notice and demand from any Lender (an "Affected LenderAFFECTED LENDER") for payment of additional amounts or increased costs as provided in this SECTION 1.161.15(a), Borrower 1.16(a) or 1.16(b), Borrowers may, at its their option, notify Administrative Agent and such Affected Lender of its their intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, BorrowerBorrowers, with the consent of Administrative Agent, may obtain, at Borrower's Borrowers' expense, a replacement Lender ("Replacement LenderREPLACEMENT LENDER") for the Affected Lender, which Replacement Lender must be reasonably satisfactory to Administrative Agent. If Borrower obtains Borrowers obtain a Replacement Lender within ninety (90) days following notice of its intention to do soLender, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided PROVIDED that Borrower Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. (Notwithstanding the foregoing, Borrower Borrowers shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's Borrowers' notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, Borrower's rights under this SECTION 1.16 shall terminate and Borrower shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(A), 1.16(A) and 1.16(B).

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower Representative of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased costs as provided in this SECTION 1.16Sections 1.15(a), 1.16(a) or 1.16(b), Borrower Representative may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have has occurred and be is continuing, BorrowerBorrower Representative, with the consent of Agent, may obtain, at Borrower's Borrowers' expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must be satisfactory to Agent. If Borrower obtains Borrowers obtain a Replacement Lender within ninety (90) days following notice of its their intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower Borrowers shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's Borrowers' notice of intention to replace such Affected Lender. Furthermore, if Borrower gives Borrowers give a notice of intention to replace and does do not so replace such Affected Lender within ninety (90) days thereafter, Borrower's Borrowers' rights under this SECTION 1.16 Section 1.16(d) shall terminate and Borrower Borrowers shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(ASections 1.15(a), 1.16(A1.16(a) and 1.16(B1.16(b).

Replacement of Lender in Respect of Increased Costs. (a) Within fifteen (15) 15 days after receipt by Borrower of written notice and demand from any Affected Lender (an "Affected Lender") for payment of (i) additional amounts or increased costs as provided in this SECTION 1.16Sections 10.3 or 10.5, or (ii) payment of additional amounts pursuant to Section 1.11, Borrower may, at its option, notify Agent and such Affected Lender of its intention to replace the such Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, BorrowerBorrower may obtain, with the consent of Agent, may obtain, Agent and at Borrower's ’s expense, a replacement Replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must be satisfactory to Agent. If Borrower obtains a Replacement Lender within ninety (90) 90 days following notice of its intention to do so, the such Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the such Affected Lender and all accrued interest and Fees fees with respect thereto through the date of such sale; provided, provided that Borrower shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender if the such Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) 15 days following its receipt of Borrower's ’s notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) 90 days thereafter, Borrower's ’s rights under this SECTION 1.16 Section 10.7 shall terminate and Borrower shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(A), 1.16(A) Sections 10.3 and 1.16(B)10.5.

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased costs as provided in this SECTION 1.16Section 1.15(a), 1.16(a) or 1.16(b), Borrower may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have has occurred and be is continuing, Borrower, with the consent of Agent, may obtain, at Borrower's expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must be satisfactory to Agent, such consent not to be unreasonably withheld or delayed. If Borrower obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, Borrower's rights under this SECTION 1.16 Section 1.16(c) shall terminate and Borrower shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(ASections 1.15(a), 1.16(A1.16(a) and 1.16(B1.16(b).

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower Representative of written notice and demand from any Lender (an "Affected LenderAFFECTED LENDER") for payment of additional amounts or increased costs as provided in this SECTION 1.161.16(A) or 1.17(A), Borrower Representative may, at its option, notify Administrative Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, BorrowerBorrower Representative, with the consent of Administrative Agent, may obtain, at Borrower's Borrowers' expense, a replacement Lender ("Replacement LenderREPLACEMENT LENDER") for the Affected Lender, which Replacement Lender must be reasonably satisfactory to Administrative Agent. If Borrower obtains Borrowers obtain a Replacement Lender within ninety (90) days following notice of its their intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided PROVIDED that Borrower Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower Borrowers shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's Borrowers' notice of intention to replace such Affected Lender. Furthermore, if Borrower gives Borrowers give a notice of intention to replace and does do not so replace such Affected Lender within ninety (90) days thereafter, Borrower's Borrowers' rights under this SECTION 1.16 1.17(B) shall terminate and Borrower Borrowers shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(A), 1.16(A) and 1.16(B1.17(A).

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) 15 ---------------------------------------------------- days after receipt by the Borrower of written notice and demand from any Lender (an "Affected Lender") Party for payment of additional amounts or increased costs as provided in this SECTION 1.16Section 2.08(a), Section 2.08(b) or Section 2.10(a) or of written notice from any Lender under Section 2.05(f)(i) (in each case, an "AFFECTED LENDER"), --------------- Borrower may, at its option, notify Agent the Administrative agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, and so long as such demand for such payment of additional amounts or increased costs has not been withdrawn, the Borrower, with the consent of the Administrative Agent, may obtain, at the Borrower's expense, a replacement Lender ("Replacement LenderREPLACEMENT LENDER") for the Affected Lender, which ------------------ Replacement Lender must be reasonably satisfactory to the Administrative Agent. If the Borrower obtains a Replacement Lender within ninety (90) 120 days following notice of its intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees fees with respect thereto through the date of such sale, provided that that, the Borrower shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoingassignment and, Borrower shall not have the right to obtain a Replacement Lender provided further, that if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafteris an Issuing Bank, Borrower's rights under this SECTION 1.16 shall terminate and Borrower shall promptly pay all increased costs cash collateral or additional amounts demanded by other arrangements satisfactory to such Affected Lender pursuant shall have been provided with respect to SECTIONS 1.15(A), 1.16(A) and 1.16(B)each outstanding Letter of Credit issued by such Issuing Bank.

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) 15 days after receipt by the Borrower of written notice and demand from any Lender (an "Affected Lender") Party for payment of additional amounts or increased costs as provided in this SECTION 1.16Section 2.07(a), Section 2.07(b) or Section 2.09(a), or of written notice from any Lender under Section 2.05(e)(i) (in each case, an "AFFECTED -------- LENDER"), Borrower may, at its option, notify the Administrative Agent and such ------ Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, and so long as such demand for such payment of additional amounts or increased costs has not been withdrawn, the Borrower, with the consent of the Administrative Agent, may obtain, at the Borrower's expense, a replacement Lender ("Replacement LenderREPLACEMENT LENDER") ------------------ for the Affected Lender, which Replacement Lender must be reasonably satisfactory to the Administrative Agent. If the Borrower obtains a Replacement Lender within ninety (90) 120 days following notice of its intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees fees with respect thereto through the date of such sale, provided that the Borrower shall have reimbursed such Affected -------- Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender assignment and provided further that if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafteris an Issuing Bank, Borrower's rights under this SECTION 1.16 shall terminate and Borrower shall promptly pay all increased costs cash ---------------- collateral or additional amounts demanded by other arrangements satisfactory to such Affected Lender pursuant shall have been provided with respect to SECTIONS 1.15(A), 1.16(A) and 1.16(B)each outstanding Letter of Credit issued by such Issuing Bank.

Replacement of Lender in Respect of Increased Costs. Within --------------------------------------------------- fifteen (15) days after receipt by Borrower Representative of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts --------------- or increased costs as provided in this SECTION 1.16Section 1.15(a), 1.16(a), 1.16(b) or 1.16(c), -------------------------------------------- Borrower Representative may, at its option, notify Administrative Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, BorrowerBorrower Representative, with the consent of Administrative Agent, may obtain, at Borrower's Borrowers' expense, a replacement Lender ("Replacement Lender") for the ------------------ Affected Lender, which Replacement Lender must be satisfactory to Administrative Agent. If Borrower obtains Borrowers obtain a Replacement Lender within ninety (90) days following notice of its their intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower Borrowers shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's Borrowers' notice of intention to replace such Affected Lender. Furthermore, if Borrower gives Borrowers give a notice of intention to replace and does do not so replace such Affected Lender within ninety (90) days thereafter, Borrower's Borrowers' rights under this SECTION 1.16 Section 1.16(d) shall terminate and Borrower Borrowers shall promptly --------------- pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(ASections 1.15(a), 1.16(A1.16(a) and 1.16(B1.16(b).. ------------------------- -------

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower Representative of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased costs as provided in this SECTION 1.16Section 1.15(a), 1.16(a), 1.16(b) or 1.16(c), Borrower Representative may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, BorrowerBorrower Representative, with the consent of Agent, may obtain, at Borrower's Borrowers' expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must be satisfactory to Agent. If Borrower obtains Borrowers obtain a Replacement Lender within ninety (90) days following notice of its their intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower Borrowers shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's Borrowers' notice of intention to replace such Affected Lender. Furthermore, if Borrower gives Borrowers give a notice of intention to replace and does do not so replace such Affected Lender within ninety (90) days thereafter, Borrower's Borrowers' rights under this SECTION 1.16 Section 1.16(d) shall terminate and Borrower Borrowers shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(ASections 1.15(a), 1.16(A1.16(a), 1.16(b) and 1.16(B1.16(c).

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased costs as provided in this SECTION 1.16Section 1.12(a), 1.12(b), 1.13(a) or 1.13(b), Borrower may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, Borrower, with the consent of Agent, may obtain, at Borrower's expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must be satisfactory to Agent. If Borrower obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected Lender must sell and assign its Loans Advances, its interest in the Letter of Credit Obligations and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans the Revolving Loan held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, Borrower's rights under this SECTION 1.16 Section 1.13(d) shall terminate and Borrower shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(A), 1.16(A) and 1.16(B)terminate.

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower Representative of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased costs as provided in this SECTION 1.16Section 1.14(a). 1.15(a) or 1.15(b), Borrower Representative may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, BorrowerBorrower Representative, with the consent of AgentAgent (which may not be unreasonably withheld or delayed), may obtain, at Borrower's Borrowers' expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must - 48 - be satisfactory to Agent. If Borrower obtains Borrowers obtain a Replacement Lender within ninety (90) days following notice of its their intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower Borrowers shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's Borrowers' notice of intention to replace such Affected Lender. Furthermore, if Borrower gives Borrowers give a notice of intention to replace and does do not so replace such Affected Lender within ninety (90) days thereafter, Borrower's Borrowers' rights under this SECTION 1.16 Section 1.15(d) shall terminate and Borrower Borrowers shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(ASections 1.14(a), 1.16(A1.15(a) and 1.16(B1.15(b).

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower Representative of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased costs as provided in this SECTION 1.16Section 1.15(a), 1.16(a) or 1.16(b), Borrower Representative may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, BorrowerBorrower Representative, with the consent of AgentAgent (which such consent shall not be unreasonably withheld), may obtain, at Borrower's Borrowers' expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must be satisfactory to Agent. If Borrower obtains Borrowers obtain a Replacement Lender within ninety (90) days following notice of its their intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower Borrowers shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's Borrowers' notice of intention to replace such Affected Lender. Furthermore, if Borrower gives Borrowers give a notice of intention to replace and does do not so replace such Affected Lender within ninety (90) days thereafter, Borrower's Borrowers' rights under this SECTION 1.16 Section 1.16(d) shall terminate and Borrower Borrowers shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(ASections 1.15(a), 1.16(A1.16(a) and 1.16(B1.16(b).

Replacement of Lender in Respect of Increased Costs. (a) Within fifteen (15) days after receipt by the Borrower of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased costs as provided in this SECTION 1.16Sections 2.08(b)(ii), 2.12, or 2.15 or notice that it is unlawful for such Lender to make LIBOR Loans as provided in Section 2.13 or additional amounts are payable pursuant to the definition of Adjusted LIBOR Rate, the Borrower may, at its option, notify the Administrative Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, Borrower, with the consent of Agent, Borrower may obtain, at the Borrower's expense, one or more replacement Lenders (each, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender Lenders must be reasonably satisfactory to the Administrative Agent. If the Borrower obtains a Replacement Lender Lenders within ninety (90) days following notice of its intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender Lenders for an aggregate amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale; provided, provided however, that the Borrower shall have reimbursed such Affected Lender for the additional amounts, increased costs, and any other amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower Nothing herein shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borroweraffect any Lender's notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, Borrower's rights obligations under this SECTION 1.16 shall terminate and Borrower shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(A), 1.16(A) and 1.16(B)any Interest Rate Protection Agreement.

Replacement of Lender in Respect of Increased Costs. Within fifteen --------------------------------------------------- (15) days after receipt by Borrower Representative of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or --------------- increased costs as provided in this SECTION 1.16Section 1.14(a), 1.15(a) or 1.15(b), Borrower ------------------------ ------- Representative may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, BorrowerBorrower Representative, with the consent of Agent, may obtain, at Borrower's Borrowers' expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must be ------------------ satisfactory to Agent. If Borrower obtains Borrowers obtain a Replacement Lender within ninety (90) days following notice of its their intention to do so, the Affected Lender must sell and assign its Loans and Revolving Loan Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, ; provided that Borrower Borrowers shall have reimbursed such -------- Affected Lender for the any additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower Borrowers shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's Borrowers' notice of intention to replace such Affected Lender. Furthermore, if Borrower gives Borrowers give a notice of intention to replace and does do not so replace such Affected Lender within ninety (90) days thereafter, Borrower's Borrowers' rights under this SECTION 1.16 Section 1.15(d) shall terminate and Borrower Borrowers shall promptly pay all increased --------------- costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(ASections 1.14(a), 1.16(A1.15(a) and 1.16(B1.15(b).. ------------------------- -------

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased costs as provided in this SECTION 1.16Section 1.14(a), 1.15(a) or 1.15(b), Borrower may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, Borrower, with the consent of Agent, may obtain, at Borrower's expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must be satisfactory to Agent. If Borrower obtains a Replacement Lender Lender, within ninety (90) days following notice of its intention to do soreplace, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds in full its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, Borrower's rights under this SECTION 1.16 shall terminate and Borrower shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(A), 1.16(A) and 1.16(B).costs

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower of written notice and demand from any Lender or a participant that has purchased a participation from such Lender (an "“Affected Lender"”) for payment of taxes, additional amounts or increased costs as provided in this SECTION 1.16Section 1.15 or Section 1.16(a) or (b), Borrower may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. Lender as follows: So long as no Default or Event of Default shall have occurred and be continuing, Borrower, with the consent of Agent, may obtain, at Borrower's ’s expense, a replacement Lender ("“Replacement Lender"”) for the Affected Lender, which Replacement Lender must be reasonably satisfactory to Agent. If Borrower obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected Lender must sell and assign its Loans and Revolving Loan Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender Lender, if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's ’s notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, Borrower's ’s rights under this SECTION 1.16 Section 1.16(e) shall terminate and Borrower shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(A)Sections 1.15, 1.16(A1.16(a) and 1.16(B(b).

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower Representative of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased costs as provided in this SECTION 1.16Section 1.14(a), 1.15(a) or 1.15(b), Borrower Representative may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have has occurred and be is continuing, BorrowerBorrower Representative, with the consent of Agent, may obtain, at Borrower's Borrowers' expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must be satisfactory to Agent. If Borrower obtains Borrowers obtain a Replacement Lender within ninety (90) days following notice of its their intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower Borrowers shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's Borrowers' notice of intention to replace such Affected Lender. Furthermore, if Borrower gives Borrowers give a notice of intention to replace and does do not so replace such Affected Lender within ninety (90) days thereafter, Borrower's Borrowers' rights under this SECTION 1.16 Section 1.15(c) shall terminate unless increased costs or additional amounts are subsequently claimed by such Affected Lender and Borrower Borrowers shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(ASections 1.14(a), 1.16(A1.15(a) and 1.16(B1.15(b).

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased costs as provided in this SECTION 1.16Section 1.14(a), 1.15(a) or 1.15(b), Borrower may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, Borrower, with the consent of Agent, may obtain, at Borrower's expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must be satisfactory to Agent. If Borrower obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected Lender must sell and assign its Revolving Loans and Revolving Loan Commitments to such Replacement Lender for an amount equal to the principal balance of all Revolving Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that Borrower shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, Borrower's rights under this SECTION 1.16 shall terminate and Borrower shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(ASections 1.14(a), 1.16(A1.15(a) and 1.16(B1.15(b).

Replacement of Lender in Respect of Increased Costs. Within fifteen (15) days after receipt by Borrower Holdings of written notice and demand from any Lender (an "Affected LenderAFFECTED LENDER") for payment of additional amounts or increased costs as provided in this SECTION 1.161.13(A), Borrower 1.14(A) or 1.14(B), Holdings may, at its option, notify Agent and such Affected Lender in writing of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, BorrowerHoldings, with the prior written consent of Agent, may obtain, at Borrower's Borrowers' expense, a replacement Lender ("Replacement LenderREPLACEMENT LENDER") for the Affected Lender, which Replacement Lender must be satisfactory to Agent. If Borrower obtains Borrowers obtain a Replacement Lender within ninety (90) days following notice of its their intention to do so, the Affected Lender must sell and assign its Loans Pro Rata Share of the Revolving Credit Loan and Commitments Revolving Credit Loan Commitment to such Replacement Lender for an amount equal to the principal balance of all Loans the Revolving Credit Loan held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided PROVIDED that Borrower Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower Borrowers shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's Borrowers' notice of intention to replace such Affected Lender. Furthermore, if Borrower gives Borrowers give a notice of intention to replace and does do not so replace such Affected Lender within ninety (90) days thereafter, Borrower's Borrowers' rights under this SECTION 1.16 1.15 shall terminate and Borrower Borrowers shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to SECTIONS 1.15(A1.13(A), 1.16(A1.14(a) and 1.16(B1.14(B).