Common use of Replacements of Lenders Under Certain Circumstances Clause in Contracts

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrower, at its sole expense, shall be permitted to replace any Lender (or any Participant) that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 2.11, 3.5 or 5.4, (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank bank, financial institution or other financial institution, institutional lender or investor that is an Eligible Assignee; provided that (iA) such replacement does not conflict with any Requirement of Applicable Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the such replacement bank bank, financial institution or institution other institutional lender or investor shall purchase, at par) all Loans and pay all other amounts (other than any disputed amounts)) owing to such replaced Lender hereunder (including, for the avoidance of doubt, pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender and under the other Credit Documents prior to the date of replacementreplacement of such Lender, (ivD) the such replacement bank bank, financial institution or institution, other institutional lender or investor (if not already a Lender, ) and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced LenderLender or that the replaced Lender shall have against the Borrower and the other parties for indemnity, contribution, payment of disputed and other unpaid amounts and otherwise.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrower, at its sole expense, shall be permitted to replace any Lender (or any Participant) that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.11, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii2.10(a)(ii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank bank, financial institution or other financial institutioninvestor that is an Eligible Assignee; provided, provided that (i) such replacement does not conflict with any Requirement of Applicable Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank bank, financial institution or institution other investor that is an Eligible Assignee shall purchase, at par) all Loans and pay all other amounts (other than any disputed amounts)) owing to such replaced Lender hereunder (including, for the avoidance of doubt, pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender and under the other Credit Documents prior to the date of replacementreplacement of such Lender, (iv) the replacement bank bank, financial institution or institutionother investor, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced LenderLender or that the replaced Lender shall have against the Borrower and the other parties for indemnity, contribution, payment of disputed and other unpaid amounts and otherwise.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 2.12, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted (x) to replace any Lender or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower due and owing to such Lender relating to the Loans and participations held by such Lender as of such termination date that (aI) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.4, (bII) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or taken, (cIII) becomes a Defaulting LenderLender or (IV) refuses to make an Extension Election pursuant to Section 2.14, with a replacement bank bank, other financial institution or other financial institutionPerson (other than a natural Person); provided that, provided that solely in the case of the foregoing clause (x), (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank bank, other financial institution or institution other Person (other than a natural Person) shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.4, as the case may be) , owing to such replaced Lender (in respect of any applicable Credit Facility only, at the election of the Borrower) prior to the date of replacement, (iviii) the replacement bank bank, other financial institution or institutionother Person (other than a natural Person), if not already a Lender, an Affiliate of a Lender, an Affiliated Lender or Approved Fund, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (iv) the replacement bank, other financial institution or other Person (other than a natural Person), if not already a Lender shall be subject to the provisions of Section 13.6(b), (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that that, unless otherwise agreed, the Borrower shall be obligated to pay the registration and processing fee referred to therein) ), and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank bank, lending institution or other financial institution, ; provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans and the Borrower shall pay all other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 13.6(b) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.11, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii2.10(a)(ii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, ; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 2.12, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrowers shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 2.12, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.11, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, ; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 2.12, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.11 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof of any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.45.4 (other than Section 5.4(b)), (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank bank, lending institution or other financial institution, ; provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans and the Borrower shall pay all other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 13.6(b) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided PROVIDED that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 2.12, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, or (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower (on its own behalf and on behalf of the Canadian Borrower) shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower and/or the Canadian Borrower, as applicable shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.12, 3.5, 5.4 or 5.414.5, as the case may be) , owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Canadian Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Any Borrower, at its sole cost and expense, shall be permitted to replace any Lender (or any Participant), other than an Affiliate of the Administrative Agent, that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 Section 2.11, Section 2.12 or 5.4Section 5.04, or (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lendertaken, with a replacement bank or other financial institutionprovided, provided that (iA) such replacement does not conflict with any Requirement of Applicable Law, (iiB) no Default or Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower Borrowers, jointly and severally, shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), ) pursuant to Section 2.10, Section 2.11, 3.5 Section 2.12 or 5.4Section 5.04, as the case may be) , owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative each Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 12.06 (provided except that the Borrower such replaced Lender shall not be obligated to pay the registration any processing and processing recordation fee referred to thereinrequired pursuant thereto) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the any Borrower, the Administrative Agent or any other Lender shall have against the replaced LenderXxxxxx.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution; provided that, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replacement bank or institution, if not already a Lender shall be subject to the provisions of Section 13.6(b), (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vivii) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The A Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, ; (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or taken; (ciii) becomes a Defaulting Lender; or (iv) fails to approve an Additional Alternative Currency requested pursuant to Section 2.14 and with respect to which the Required Lenders shall have approved such request, with (in any such case) a replacement bank or other financial institution, provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the such Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans Loans, L/C Advances and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent and the Letter of Credit Issuer, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 13.7 (provided that the relevant Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the such Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.45.4 (other than Section 5.4(b)), (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank bank, lending institution or other financial institution, ; provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans and the Borrower shall pay all other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 13.6(b) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or taken, (ciii) becomes a Defaulting LenderLender or (iv) has failed to fund Loans, participations in Letters of Credit or Swingline Loans or has made a notification or public statement that it does not intend or expect to comply with its funding obligations hereunder, in each case as a result of its determination that a condition precedent to funding has not or cannot be satisfied pursuant to the definition of “Lender Default”, in each case, with a replacement bank bank, lending institution or other financial institution, ; provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 12.1 or 11.5 12.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans and the Borrower shall pay all other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent (and if a Commitment is being assigned, the Letter of Credit Issuer), (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6(b) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace In the event that any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 3.11 or 5.45.4 (other than Section 5.4(b)), (bii) is affected in the manner described in Section 2.10(a)(iii2.10(a)(ii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank or other financial institutionthe Borrower shall be entitled to replace such Lender; provided that, provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans and the Borrower shall pay all other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 3.11 or 5.4, as the case may be) be owing to such replaced Lender prior to the date of replacement, (ivC) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent and each Issuing Bank (except to the extent such Issuing Banks is, or is an Affiliate of, the Lender being replaced) and (vD) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 13.6(b) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any therein as long as the replacement Lender pays such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lenderfee).

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or taken, (c) becomes a Defaulting Lender, with a replacement bank or other financial institutioninstitution or (d) in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender affected thereby” pursuant to Section 14.1(a), does not consent when the consent of the Required Lenders has been obtained, but the consent of other remaining Lenders has not been obtained, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), ) pursuant to Section 2.8, 2.10, 2.11, 3.5 2.13, 3.3, 3.5, 4.1, 5.4 or 5.414.5, as the case may be) , owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent, the Collateral Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrower, at its sole expense, shall be permitted to replace any Lender (or any Participant) that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 2.11, 3.5 or 5.4, (bii) is affected in the manner described in Section 2.10(a)(iii2.10(a) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank bank, financial institution or other financial institution, institutional lender or investor that is an Eligible Assignee; provided that (iA) such replacement does not conflict with any Requirement of Applicable Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the such replacement bank bank, financial institution or institution other institutional lender or investor shall purchase, at par) all Loans and pay all other amounts (other than any disputed amounts)) owing to such replaced Lender hereunder (including, for the avoidance of doubt, pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender and under the other Credit Documents prior to the date of replacementreplacement of such Lender, (ivD) the such replacement bank bank, financial institution or institution, other institutional lender or investor (if not already a Lender, ) and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced LenderLender or that the replaced Lender shall have against the Borrower and the other parties for indemnity, contribution, payment of disputed and other unpaid amounts and otherwise.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower (on its own behalf and on behalf of the Canadian Borrower) shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower and/or the Canadian Borrower, as applicable shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 2.12, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Canadian Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.11 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank bank, lending institution or other financial institution, ; provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans and the Borrower shall pay all other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent (and if a Commitment is being assigned, the Letter of Credit Issuer), (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 13.6(b) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The applicable Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. The US Borrower (aon its own behalf and on behalf of the UK Borrower) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.11, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution; provided, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the US Borrower and/or the UK Borrower, as applicable, shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided provided, that the US Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the US Borrower, the UK Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrowers shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. The US Borrower (aon its own behalf and on behalf of the UK Borrower) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the US Borrower and/or the UK Borrower, as applicable shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 2.12, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the US Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the US Borrower, the UK Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The A Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, 5.3; (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken taken; or (ciii) becomes a Defaulting Lender, Lender with (in any such case) a replacement bank or other financial institution, provided that (i1) such replacement does not conflict with any Requirement of Law, (ii2) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii3) the such Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.45.3, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv4) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v5) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 13.7 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (vi6) any such replacement shall not be deemed to be a waiver of any rights that the such Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to (x) to replace any Lender with a replacement bank or other financial institution or (y) terminate the Revolving Credit Commitment of such Lender, and repay all Obligations of the Borrower due and owing to such Lender relating to the Revolving Credit Loans and participations held by such Lender as of such termination date, in each case, that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender; provided that, with a replacement bank or other financial institutionsolely in the case of the foregoing clause (x), provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Revolving Credit Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.4, (as the case may be) owing to such replaced Lender prior to the date of replacement, (ivii) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent (solely to the extent such consent would be required under Section 13.6), (viii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to thereintherein unless otherwise agreed) and (viiv) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.45.4 hereof, (b) is affected in the manner described in Section 2.10(a)(iii) hereof and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 11.1(I)(a), (b), (g) or 11.5 (h) hereof shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.45.4 hereof, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 hereof (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrower, at its sole expense, shall be permitted to replace any Lender (or any Participant) that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 2.11, 3.5 or 5.4, (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank or other financial institution, ; provided that (iA) such replacement does not conflict with any Requirement of Applicable Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), ) pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced LenderLender or that the replaced Lender shall have against the Borrower and the other parties for indemnity, contribution, payment of disputed and other unpaid amounts and otherwise.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.11 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any an disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrower, at its sole cost and expense, shall be permitted to replace any Lender (or any Participant), other than an Affiliate of the Administrative Agent, that (ai) requests reimbursement for amounts owing pursuant to Section 2.102.14, 3.5 Section 2.15, Section 2.16 or 5.4Section 5.04, or (bii) is affected in the manner described in Section 2.10(a)(iii2.14(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lendertaken, with a replacement bank or other financial institutionprovided, provided that (iA) such replacement does not conflict with any Requirement of Applicable Law, (iiB) no Default or Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), ) pursuant to Section 2.102.14, 2.11Section 2.15, 3.5 Section 2.16 or 5.4Section 5.04, as the case may be) , owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 12.06 (provided except that the Borrower such replaced Lender shall not be obligated to pay the registration any processing and processing recordation fee referred to thereinrequired pursuant thereto) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.42.12, (b) is affected in the manner described in Section 2.10(a)(iii2.10(d) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans Advances and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.10 or 5.42.12, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 8.07 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender Party shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrower, at its sole expense, shall be permitted to replace any Lender (or any Participant) that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.11 or 5.44.4, (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank or other financial institution, ; provided that (iA) such replacement does not conflict with any Requirement of Applicable Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), ) pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.44.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) 12.6 and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced LenderLender or that the replaced Lender shall have against the Borrower and the other parties for indemnity, contribution, payment of disputed and other unpaid amounts and otherwise.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrowers shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, ; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or taken, (c) becomes a Defaulting Lender, with a replacement bank or other financial institutioninstitution or (d) in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender affected thereby” pursuant to Section 13.1(a), does not consent when the consent of the Required Lenders has been obtained, but the consent of other remaining Lenders has not been obtained, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.8, 2.10, 2.11, 3.5 2.13, 3.3, 3.5, 4.1, 5.4 or 5.413.5, as the case may be) , owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent, the Collateral Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrowers shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replacement bank or institution, if not already a Lender shall be subject to the provisions of Section 13.6(b), (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (vivii) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrowers shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.4, 5.4 or (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lendertaken, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans Loans, accrued interest and fees and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement or, in the case of Section 2.11, arising as a consequence of such replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank bank, lending institution or other financial institution, ; provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans and the Borrower shall pay all other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.112.9, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 13.6(b) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender (or any Participant) that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.11, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution; provided, provided that (i) such replacement does not conflict with any Requirement of Applicable Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), ) pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced LenderLender or that the replaced Lender shall have against the Borrower and the other parties for indemnity, contribution, payment of disputed and other unpaid amounts and otherwise.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.45.4 hereof, (b) is affected in the manner described in Section 2.10(a)(iii) hereof and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 11.1(I)(a), (b), (f) or 11.5 (g) hereof shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.45.4 hereof, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 hereof (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.11, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution; provided, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided provided, that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.45.3, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, ; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Revolving Credit Loans and other amounts (other than any disputed amounts), amount) pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.45.3, as the case may be) , owing to such replaced Lender prior to the date of replacement or as a result of such replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 12.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The U.S. Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.42.12, (b) is affected in the manner described in Section 2.10(a)(iii2.10(c) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided PROVIDED that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Appropriate Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.42.12, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 9.07 (provided that the such Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the either Borrower, the Administrative Agent or any other Lender Party shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank bank, lending institution or other financial institution, ; provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default 715000788 12406500715000788 12406500 140 under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans and the Borrower shall pay all other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 13.6(b) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrowers shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.44.4, (b) is affected in the manner described in Section 2.10(a)(iii2.10(a)(iv) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.44.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 12.6 (provided that the Borrower applicable Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the any Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.4, (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank or other financial institution, ; provided that (iA) such replacement does not conflict with any Requirement of LawApplicable Laws, (iiB) no Event of Default under clause (a), (b), (f) or (g) of Section 11.1 or 11.5 11.1(I) shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par,) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrowers shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.14 or 5.4, 4.5 or (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.102.14, 2.11, 3.5 2.15 or 5.44.5, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 12.6 (provided that the Borrower applicable Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Parent Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, ; provided that (i) such replacement does not conflict with any Requirement of Applicable Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans Loans, Posting Advances and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent (or, in the case of any Posting Lender, the Posting Agent), (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent, the Posting Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replacement bank or institution, if not already a Lender shall be subject to the provisions of Section 13.6(b), (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vivii) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.. 196

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.45.3, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, ; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Revolving Credit Loans and other amounts (other than any disputed amounts), amount) pursuant to Section 2.10, 2.11, 3.5 2.15(c) or 5.45.3, as the case may be) , owing to such replaced Lender prior to the date of replacement or as a result of such replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 12.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrowers shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii2.10(a) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, ; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Specified Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced LenderXxxxxx.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Company shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower Company shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any amounts being reasonably disputed amountsin good faith), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 15.6 (provided that including obtaining the Borrower shall be obligated to pay consent of the registration and processing fee referred to thereinLetter of Credit Issuer, if applicable) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerCompany, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.9 or 5.44.4, (b) is affected in the manner described in Section 2.10(a)(iii2.9(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, ; provided that (i) such replacement does not conflict with any Requirement of Applicable Law, (ii) no Event of Specified Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.102.9, 2.11, 3.5 2.10 or 5.44.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 11.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The U.S. Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.42.12, (b) is affected in the manner described in Section 2.10(a)(iii2.10(d) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided PROVIDED that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Appropriate Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.42.12, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 9.07 (provided that the such Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the either Borrower, the Administrative Agent or any other Lender Party shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section Sections 2.10, 3.5 or 5.4, (bii) is affected in the manner described in Section 2.10(a)(iii2.17(b) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank bank, lending institution or other financial institution, ; provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans and the Borrower shall pay all other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent (and if a Commitment is being assigned, the Letter of Credit Issuer), (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 13.6(b) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The With the consent of the Administrative Agent, not to be unreasonably withheld, the Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.105.01, 3.5 Section 5.03 or 5.4Section 5.05, (bii) is affected in the manner described in Section 2.10(a)(iii3.03(b) and as a result thereof any of the actions described in such Section is required to be taken taken, or (ciii) becomes a Defaulting Lender, with a replacement bank bank, lending institution or other financial institution, ; provided that (iA) such replacement does not conflict with any Requirement requirement of Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans and the Borrower shall pay all other amounts (other than any disputed amounts), including pursuant to Section 2.105.01, 2.11, 3.5 Section 5.03 or 5.4Section 5.05, as the case may be) , owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Bank), (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 12.04(a) (provided provided, that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The A Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or Section 5.4, ; (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or taken; (ciii) becomes a Defaulting Lender; or (iv) fails to approve an Additional Alternative Currency requested pursuant to Section 2.14 and with respect to which the Required Lenders shall have approved such request, with (in any such case) a replacement bank or other financial institution, ; provided that (i1) such replacement does not conflict with any Requirement of Law, (ii2) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii3) the such Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans Loans, L/C Advances and other amounts (other than any disputed amounts), pursuant to Section Sections 2.10, 2.11, 3.5 Section 2.11 or Section 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv4) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent and the Letter of Credit Issuer, (v5) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 13.7 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (vi6) any no such replacement shall not be deemed to be a waiver of any rights that the such Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower and, in the case of clause (c) below, the L/C Issuer and the Foreign Currency Fronting Lender shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 3.01 or 5.43.04, (b) is affected in the manner described in Section 2.10(a)(iii) 3.02 and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of LawLaws, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any reasonably disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.43.01 and 3.04, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agentan Eligible Assignee, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 10.07 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.. 107

Replacements of Lenders Under Certain Circumstances. (a) (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.45.4 (other than Section 5.4(b)), (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank bank, lending institution or other financial institution, ; provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans and the Borrower shall pay all other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 13.6(b) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.. -192- 727670773 12335469

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank bank, lending institution or other financial institution, ; provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans and the Borrower shall pay all other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 0 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrower, at its sole expense, shall be permitted to replace any Lender (or any Participant) that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.11, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii2.10(a)(ii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank bank, financial institution or other financial institutioninvestor that is an Eligible Assignee; provided, provided that (i) such replacement does not conflict with any Requirement of Applicable Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (replacement bank, financial institution or the replacement bank or institution other investor that is an Eligible Assignee shall purchase, at par) par all Loans and the Borrower shall pay all other amounts (other than any disputed amounts)) owing to such replaced Lender hereunder (including, for the avoidance of doubt, pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender and under the other Credit Documents prior to the date of replacementreplacement of such Lender, (iv) the replacement bank bank, financial institution or institutionother investor, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.accordance

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, ; provided that (i) such replacement does not conflict with any Requirement of Applicable Law, (ii) no Event of Specified Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans Loans, Posting Advances and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent (or, in the case of any Posting Lender, the Posting Agent), (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent, the Posting Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (bii) is affected in the manner described in Section 2.10(a)(iii) or (iv) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced LenderXxxxxx.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace In the event that any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.45.4 (other than Section 5.4(b)), (bii) is affected in the manner described in Section 2.10(a)(iii2.10(a)(ii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank or other financial institutionthe Borrower shall be entitled to replace such Lender; provided that, provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall 154 purchase, at par) , all Loans and the Borrower shall pay all other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 5.1(c) or 5.4, as the case may be) be owing to such replaced Lender prior to the date of replacement, (ivC) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, Majority Lenders and (vD) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 13.6(b) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any therein unless the replacement Lender pays such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lenderfee).

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrowers shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.4, (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 12.1(a) or 11.5 Section 12.1(e) shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, purchase at par) par all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.9 or 5.44.4 (other than Section 4.4(b)), (bii) is affected in the manner described in Section 2.10(a)(iii2.9(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank bank, lending institution or other financial institution, ; provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 10.1 or 11.5 10.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans and the Borrower shall pay all other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.9 or 5.44.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 12.6(b) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.11, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, ; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 2.12, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.. Table of Contents

Replacements of Lenders Under Certain Circumstances. (a) The U.S. Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.42.12, (b) is affected in the manner described in Section 2.10(a)(iii2.10(c) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, ; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Appropriate Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.42.12, as the case may be) , owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 9.07 (provided that the such Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the either Borrower, the Administrative Agent or any other Lender Party shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrowers shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.44.5, (b) is affected in the manner described in Section 2.10(a)(iii2.10(a)(iv) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.44.5, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 12.6 (provided that the Borrower applicable Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the any Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The With the consent of the Administrative Agent, not to be unreasonably withheld, the Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.105.01, 3.5 Section 5.03 or 5.4Section 5.05, (bii) is affected in the manner described in Section 2.10(a)(iii3.03(b) and as a result thereof any of the actions described in such Section is required to be taken taken, or (ciii) becomes a Defaulting Lender, with a replacement bank bank, lending institution or other financial institution, ; provided that (iA) such replacement does not conflict with any Requirement requirement of Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans of such replaced Lender and the Borrower shall pay all other amounts (other than any disputed amounts), including pursuant to Section 2.105.01, 2.11, 3.5 Section 5.03 or 5.4Section 5.05, as the case may be) , owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Bank), (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 12.04(a) (provided provided, that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrower, at its sole cost and expense, shall be permitted to replace any Lender (or any Participant), other than an Affiliate of the Administrative Agent, that (ai) requests reimbursement for amounts owing pursuant to Section 2.10Sections 2.14, 3.5 2.15, 2.16, or 5.45.04, or (bii) is affected in the manner described in Section 2.10(a)(iii2.14(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lendertaken, with a replacement bank or other financial institutionprovided, provided that (iA) such replacement does not conflict with any Requirement of Applicable Law, (iiB) no Default or Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), ) pursuant to Section 2.10Sections 2.14, 2.112.15, 3.5 2.16, or 5.45.04, as the case may be) , owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 12.06 (provided except that the Borrower such replaced Lender shall not be obligated to pay the registration any processing and processing recordation fee referred to thereinrequired pursuant thereto) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrower, at its sole cost and expense, shall be permitted to replace any Lender (or any Participant), other than an Affiliate of the Administrative Agent, that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 Section 2.11, Section 2.12 or 5.4Section 5.04, or (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lendertaken, with a replacement bank or other financial institutionprovided, provided that (iA) such replacement does not conflict with any Requirement of Applicable Law, (iiB) no Default or Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), ) pursuant to Section 2.10, Section 2.11, 3.5 Section 2.12 or 5.4Section 5.04, as the case may be) , owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 12.06 (provided except that the Borrower such replaced Lender shall not be obligated to pay the registration any processing and processing recordation fee referred to thereinrequired pursuant thereto) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.. 126

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrowers shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or taken, (c) becomes a Defaulting Lender, with a replacement bank or other financial institutioninstitution or (d) in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender affected thereby” pursuant to Section 13.1(a), does not consent when the consent of the Required Lenders has been obtained, but the consent of other remaining Lenders has not been obtained; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.8, 2.10, 2.11, 3.5 2.13, 3.3, 3.5, 4.1, 5.4 or 5.413.5, as the case may be) , owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent, the Collateral Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.12 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof of any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any an disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.12 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.provi-

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 2.12, 3.5 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.provisions

Replacements of Lenders Under Certain Circumstances. (a) The Borrower (on its own behalf and on behalf of the Canadian Borrower) shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower and/or the Canadian Borrower, as applicable, shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 2.12, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iviii) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (viv) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viv) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Canadian Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrower, at its sole cost and expense, shall be permitted to replace any Lender (or any Participant), other than an Affiliate of the Administrative Agent, that (ai) requests reimbursement for amounts owing pursuant to Section 2.10Sections 2.14, 3.5 2.15, 2.16 or 5.45.04, or (bii) is affected in the manner described in Section 2.10(a)(iii2.14(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lendertaken, with a replacement bank or other financial institutionprovided, provided that (iA) such replacement does not conflict with any Requirement of Applicable Law, (iiB) no Default or Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), ) pursuant to Section 2.10Sections 2.14, 2.112.15, 3.5 2.16 or 5.45.04, as the case may be) , owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 12.06 (provided except that the Borrower such replaced Lender shall not be obligated to pay the registration any processing and processing recordation fee referred to thereinrequired pursuant thereto) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The ---------------------------------------------------- Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any -------- Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 2.12, 3.5 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee 91 referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.112.12, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided 72 that the Borrower shall be obligated to pay the registration and processing fee referred to therein) ), and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace In the event that any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 3.11 or 5.45.4 (other than Section 5.4(b)), (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank or other financial institutionthe Borrower shall be entitled to replace such Lender; provided that, provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans and the Borrower shall pay all other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 3.11 or 5.4, as the case may be) be owing to such replaced Lender prior to the date of replacement, (ivC) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent and each Issuing Bank (except to the extent such Issuing Banks is, or is an Affiliate of, the Lender being replaced) and (vD) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 13.6(b) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any therein as long as the replacement Lender pays such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lenderfee).

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 2.12, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.11 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii2.10(a) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, ; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Specified Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced LenderXxxxxx.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 2.10 or 5.4, 5.4 or (bii) is affected in the manner described in Section 2.10(a)(iii2.10(a)(ii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lendertaken, in each case, with a replacement bank bank, lending institution or other financial institution, ; provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 or 11.5 12.1(a) shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans and the Borrower shall pay all other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 2.10 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentMajority Lenders, (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6(b) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrower, at its sole expense, shall be permitted to replace any Lender (or any Participant) that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.11, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii2.10(a)(ii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank bank, financial institution or other financial institutioninvestor that is an Eligible Assignee; provided, provided that (i) such replacement does not conflict with any Requirement of Applicable Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank bank, financial institution or institution other investor that is an Eligible Assignee shall purchase, at par) all Loans and pay all other amounts (other than any disputed amounts)) owing to such replaced Lender hereunder (including, for the avoidance of doubt, pursuant to 215 LPL – Conformed A&R Credit Agreement Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender and under the other Credit Documents prior to the date of replacementreplacement of such Lender, (iv) the replacement bank bank, financial institution or institutionother investor, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced LenderLender or that the replaced Lender shall have against the Borrower and the other parties for indemnity, contribution, payment of disputed and other unpaid amounts and otherwise.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower Borrowers shall be permitted to replace (and/or terminate the Commitment of) any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vE) the replacement bank or institution, if not already a Lender shall be subject to the provisions of Section 13.6(b), (F) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (viG) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced LenderXxxxxx.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is 164 required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (bii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank bank, lending institution or other financial institution, ; provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 12.1 or 11.5 12.5 shall have occurred and be continuing at the time of such replacement, (iiiC) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans and the Borrower shall pay all other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (ivD) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent (and if a Commitment is being assigned, the Letter of Credit Issuer), (vE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 14.6(b) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viF) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender (or any Participant) that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Applicable Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), ) pursuant to Section 2.10, 2.11, 2.12, 3.5 or 5.4, as the case may be) , owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) 15.6 and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacements of Lenders Under Certain Circumstances. (a) The Borrower shall be permitted to replace In the event that any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 3.11 or 5.45.4 (other than Section 5.4(b)), (bii) is affected in the manner described in Section 2.10(a)(iii2.10(a)(ii) and as a result thereof any of the actions described in such Section is required to be taken or (ciii) becomes a Defaulting Lender, with a replacement bank or other financial institutionthe Borrower shall be entitled to replace such Lender; provided that, provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans and the Borrower shall pay all other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 3.11 or 5.4, as the case may be) be owing to such replaced Lender prior to the date of replacement, (ivC) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent and, solely with respect to Revolving Loans, each Issuing Bank (vexcept to the extent such Issuing Banks is, or is an Affiliate of, the Lender being replaced) and (D) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 13.6(b) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any therein as long as the replacement Lender pays such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lenderfee).