Common use of Substitution of Lenders Clause in Contracts

Substitution of Lenders. (a) In the event that (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iii) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting Lender (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower Borrowers pursuant to Section 2.14(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower Borrowers to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower Borrowers intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 days of each other, then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has Borrowers have already substituted one of such Affected Lenders before the Borrower’s Borrowers’ receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate Loan or EURIBOR BA Rate Loans Loan and such Revolving Credit Lender notifies the Borrower Borrowers pursuant to Section 2.14(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower Borrowers may substitute substitute, without novation, any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower Borrowers to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends Borrowers intend to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 days of each other, then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower Borrowers has already substituted one of such Affected Lenders before the Borrower’s Borrowers' receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(cSections 2.13(c) (Increased Costs) or 2.15 2.14 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d2.13(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Required Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. If (a) In the event that (ia)(i) any Revolving Credit Lender (other than the Fronting Lender) or Synthetic Investor makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (ii) it becomes illegal for any Revolving Credit Lender (other than the Fronting Lender) to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender (other than the Fronting Lender) or Synthetic Investor, (iv) any Revolving Credit Lender (other than the Fronting Lender) becomes a Defaulting Non-Funding Lender or (v) any Synthetic Investor fails to make the initial payment it is required to make in respect of any Credit-Linked Deposit, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender or Synthetic Investor under this Agreement with respect to its Loans exceeds the effective average rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the aggregate Commitments (considering, for purpose of this clause (c) that the Commitment of the Fronting Lender has been assigned to the Synthetic Investors in accordance with their Ratable Portion) are not subject to such increased costs or illegality, payment or proceedings (any such LenderLender or Synthetic Investor, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the notification to the Borrower of any applicable event described in clauses (a)(i), (ii), (iii) or (iv) above) by the Borrower to the Administrative Agent and the Affected Lender within (and, if such Affected Lender is a reasonable time (in any case not to exceed 90 daysSynthetic Investor, the Fronting Lender) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution, which substitute financial institution (x) must be an Eligible Assignee and (y) if not already a Lender or Synthetic Investor, must be reasonably acceptable to the Administrative Agent; provided, however, that, if more than one Lender or Synthetic Investor claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders and Synthetic Investors making such claims. If the proposed substitute financial institution or other entity meets the conditions set forth in clauses (x) through (y) above and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, at par plus accrued interest, (and, if such Affected Lender is a Synthetic Investor, the Fronting Lender shall execute all documents necessary to effect such sale and substitution) all rights and claims of such Affected Lender under the Loan Documents and the Credit-Linked Deposit and such substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents or, as the case may be, the Credit-Linked Deposit (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). If such Affected Lender is a Lender hereunder, upon the effectiveness of such sale, purchase and assumption (that, in any event shall be conditioned upon the payment in full by the Borrower in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date to such Affected Lender), the substitute financial institution or other entity shall become a “Lender” (or if such Affected Lender is a Synthetic Investor, a “Synthetic Investor”) hereunder for all purposes of this Agreement having a Commitment (if applicable) or Credit-Linked Deposit, as applicable, in the amount of such Affected Lender’s Commitment or Credit-Linked Deposit, as applicable, assumed by it and such Commitment or Credit-Linked Deposit, as applicable, of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender. If such Affected Lender is a Lender or Synthetic Investor hereunder, it shall execute an Assignment and Acceptance to evidence such transfer; provided, however, that the failure of the Affected Lender to execute such Assignment and Acceptance shall not invalidate such assignment, and such Assignment and Acceptance shall be deemed to be executed upon receipt by such Affected Lender of such payment in full.

Substitution of Lenders. If (a) In the event that (i) any Lender has failed to fund its Revolving Credit Percentage of any Revolving Credit Lender makes Advance, or to fund a claim under Section 2.14(c) (Increased Costs) Revolving Credit Advance to repay a Swing Line Advance or 2.15 (Capital Adequacy)any Reimbursement Obligations, (iib) it becomes illegal for the obligation of any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower Eurodollar-based Advances has been suspended pursuant to Section 2.14(d11.3 or 11.4, (c) (Illegalityany Lender has demanded compensation under Section 3.4(c), 11.5 or 11.6, (iiid) any Loan Party Lender has not approved an amendment, waiver or other modification of this Agreement, if such amendment or waiver has been approved by the Majority Lenders and the consent of such Lender is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting Lender (any such Lenderin each case, an “Affected Lender”), or (e) a Borrower is required to make additional payments to or on account of Lender (or permitted assignee) under Section 10.1(d) solely as a result of a change in any law, rule, regulation or treaty or in the Borrower may substitute administration, interpretation or application thereof by any Governmental Authority that occurred after the date on which such Lender and(or permitted assignee) first became a party to this Agreement (and the assignment below shall result in a reduction in the amount of the payments otherwise required to be made by the applicable Borrowers thereunder), if reasonably acceptable then the Agent or Borrowers shall have the right to make written demand on the Affected Lender (with a copy to Borrowers in the case of a demand by the Agent or with a copy to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery Agent in the case of a written notice (a “Substitution Notice”demand by Borrowers) by the Borrower to the Administrative Agent assign and the Affected Lender within a reasonable time shall assign, to one or more financial institutions that comply with the provisions of Section 13.8 hereof (in any case not the “Purchasing Lender” or “Purchasing Lenders”) to exceed 90 days) following purchase the occurrence of any Advances of the events described Revolving Credit, Swing Line and/or the Term Loan, as the case may be, of such Affected Lender (including, without limitation, its participating interests in clauses outstanding Swing Line Advances and Letters of Credit) and assume the commitment of the Affected Lender to extend credit under the Revolving Credit (including without limitation its obligation to purchase participations interest in Swing Line Advances and Letters of Credit) under this Agreement. The Affected Lender shall be obligated to sell its Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be, and assign its commitment to extend credit under the Revolving Credit (including without limitation its obligations to purchase participations in Swing Line Advances and Letters of Credit) to such Purchasing Lender or Purchasing Lenders within ten (10) days after receiving notice from Borrowers requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Borrowers shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten (10) Business Days after such sale, (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days amount of each other, then the Borrower may substitute all, but not (except any compensation which would be due to the extent Affected Lender under Section 11.1 if Borrowers had prepaid the Borrower has outstanding Eurodollar-based Advances of the Affected Lender on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.6 to but excluding said date. Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already substituted one of the Lenders, the Affected Lender, as assignor, such Affected Lenders before Purchasing Lender, as assignee, Borrowers and the Borrower’s receipt Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the other then applicable Revolving Credit Aggregate Commitment and the 125 applicable Percentages of the Term Loan of the Affected Lenders’ claim) less than allLender. In connection with any assignment pursuant to this Section 13.12, Lenders making Borrowers or the Purchasing Lender shall pay to the Agent the administrative fee for processing such claimsassignment referred to in Section 13.8.

Substitution of Lenders. If (a) In the event that (ia)(i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs2.17(c) or 2.15 (Capital Adequacy)2.18, (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower Borrowers pursuant to Section 2.14(d) (Illegality2.17(d), (iii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) 2.19 that is attributable to a particular Revolving Credit Lender Lender, or (iv) any Revolving Credit Liquidity Lender becomes a Defaulting Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans exceeds the effective average rate of interest payable to the Applicable Requisite Lenders under this Agreement, and (c) in the case of clauses (a)(i) and (ii) above, (i) if such Lender is a Term Lender, Applicable Lenders holding at least 75% of the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings and (ii) if such Lender is not a Term Lender, Applicable Lenders holding at least 75% of the Applicable Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may Borrowers may, at Borrowers’ sole effort and expense, substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the notification to the Borrowers of any applicable event described in clauses (a)(i), (ii), (iii) or (iv) above) by the Borrower Borrowers to the each Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends Borrowers intend to make such substitution. A substitute financial institution (x) must be an Eligible Assignee and (y) if not already a Lender in respect of such Facility, must be acceptable to each Administrative Agent and each Applicable Issuer (each such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 days of each other, then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has Borrowers have already substituted one of such Affected Lenders before the Borrower’s Borrowers’ receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims. If the proposed substitute financial institution or other entity meets the conditions set forth in clauses (x) and (y) above and the written notice was properly issued under this Section 2.20, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, at par plus accrued interest and Letter of Credit Participation Fees, all rights and claims of such Affected Lender under the Loan Documents and such substitute financial institution or other entity shall assume, and the Affected Lender shall be relieved of, its Applicable Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Affected Lender, upon the effectiveness of such sale, purchase and assumption (that, in any event shall be conditioned upon the payment in full by the Borrowers in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date to such Affected Lender), the substitute financial institution or other entity shall become a “Lender” hereunder in respect of the applicable Facility for all purposes of this Agreement (x) having a Commitment in the amount of such Affected Lender’s Commitment assumed by it (if any) and such Commitment of the Affected Lender shall be terminated and (y) holding the amount of Applicable Loans and Reimbursement Obligations held by the Affected Lender; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender. Such Affected Lender shall execute and deliver to the Applicable Administrative Agent an Assignment and Acceptance to evidence such transfer; provided, however, that the failure of the Affected Lender to execute and deliver such Assignment and Acceptance shall not invalidate such assignment, and such Assignment and Acceptance shall be deemed to be executed and delivered upon receipt by such Affected Lender of such payment in full.

Substitution of Lenders. If any Lender (aan "Affected Lender") (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01 or (ii) gives notice to Borrower that such Lender is unable to make or maintain a LIBOR Loan as a result of a condition described in Section 3.03 or clause (2) of Section 3.02, Borrower may, within ninety (90) days of receipt of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay Additional Costs or causing Section 3.03 or clause (2) of Section 3.02 to be applicable), as the case may be, give notice (a "Substitution Notice") to Administrative Agent and to each Lender of Borrower's intention either (x) to prepay in full the Affected Lender's Note and to terminate the Affected Lender's entire Loan Commitment or (y) to replace the Affected Lender with another financial institution (a "Substitute Lender") designated in such Substitution Notice. In the event that Borrower opts to give the notice provided for in clause (ix) any Revolving Credit above, and if the Affected Lender makes a claim under shall not agree within thirty (30) days of its receipt thereof to waive the payment of the Additional Costs in question or the effect of the circumstances described in Section 2.14(c3.03 or clause (2) (Increased Costs) of Section 3.02, then, so long as no Default or 2.15 (Capital Adequacy)Event of Default shall exist, (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies Borrower may terminate the Borrower pursuant to Section 2.14(d) (Illegality), (iii) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting Lender (any such Lender, an “Affected Lender”)'s entire Loan Commitment, provided that in connection therewith it pays to the Borrower may substitute any Affected Lender andall outstanding principal and accrued and unpaid interest under the Affected Lender's Note, together with all other amounts, if reasonably acceptable to the Administrative Agentany, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the due from Borrower to the Affected Lender, including all amounts properly demanded and unreimbursed under this Article III. In the event Borrower opts to give the notice provided for in clause (y) above, and if (A) Administrative Agent shall, within thirty (30) days of its receipt of the Substitution Notice, notify Borrower and each Lender in writing that the proposed Substitute Lender is reasonably satisfactory to Administrative Agent and (B) the Affected Lender within a reasonable time shall not, prior to the end of such thirty (in any case not 30)-day period, agree to exceed 90 days) following waive the occurrence of any payment of the events Additional Costs in question or the effect of the circumstances described in clauses Section 3.03 or clause (i2) through of Section 3.02, then the Affected Lender shall, so long as no Default or Event of Default shall exist, assign its Note and all of its rights and obligations under this Agreement to the Substitute Lender, and the Substitute Lender shall assume all of the Affected Lender's rights and obligations, pursuant to an agreement, substantially in the form of an Assignment and Assumption Agreement, executed by the Affected Lender and the Substitute Lender. In connection with such assignment and assumption, the Substitute Lender shall pay to the Affected Lender an amount equal to the outstanding principal amount under the Affected Lender's Note plus all interest accrued thereon, plus all other amounts, if any (iv) above that other than the Borrower intends Additional Costs in question), then due and payable to make such substitutionthe Affected Lender; provided, however, thatthat prior to or simultaneously with any such assignment and assumption, if more than one Borrower shall have paid to such Affected Lender claims increased costs, illegality or right to all amounts properly demanded and unreimbursed under this Article III. Upon the effective date of such assignment and assumption and the payment arising from the same act or condition and such claims are received by the Borrower within 30 days Substitute Lender to Administrative Agent of each othera fee, then for Administrative Agent's own account, in the Borrower may amount of $3,500, the Substitute Lender shall become a party to this Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the Affected Lender shall be released from its obligations hereunder, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this Section, a substitute all, but not (except Note shall be issued to the extent Substitute Lender by Borrower, in exchange for the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt return of the Affected Lender's Note. The obligations evidenced by such substitute note shall constitute "Obligations" for all purposes of this Agreement and the other Affected Lenders’ claim) less than allLoan Documents and shall be secured by the Mortgages. In connection with Borrower's execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute notes and any related documents as Administrative Agent may reasonably request. If the Substitute Lender is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.13. Each Substitute Lender shall be deemed to have made the representations contained in, and shall be bound by the provisions of, Section 9.13. Borrower, Administrative Agent and Lenders making shall execute such claimsmodifications to the Loan Documents as shall be reasonably required in connection with and to effectuate the foregoing.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(cSections 2.13(c) (Increased Costs) or 2.15 2.14 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Parent Borrower pursuant to Section 2.14(d2.13(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Required Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Parent Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Parent Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Parent Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Parent Borrower within 30 days of each other, then the Parent Borrower may substitute all, but not (except to the extent the Parent Borrower has already substituted one of such Affected Lenders before the Parent Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c2.12(c) (Increased Costs) or 2.15 Section 2.13 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d2.12(d) (Illegality), ) or (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 2.14 (Taxes) that is attributable to a particular Revolving Credit Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Term Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clauses (i)(A), (B) and (C) above, Lenders holding at least 75% of the Term Loans are not subject to such increased costs or (iv) any Revolving Credit Lender becomes a Defaulting Lender illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (ia)(i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) SECTION 2.10 or 2.15 (Capital Adequacy)2.12, (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality)SECTION 2.1, (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) SECTION 2.14 that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Revolving Credit Lender becomes is in default of any of its obligations hereunder or shall take or be the subject of any action or proceeding of a Defaulting type described in SECTION 8.1(e), (b) in the case of CLAUSE (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Majority Lenders under this Agreement and (c) Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”"AFFECTED LENDER"), the Borrower or the Majority Lenders may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clauses CLAUSES (ia)(i) through (iv) above above) by the Borrower or the Majority Lenders, as the case may be, to the Agent and the Affected Lender that the Borrower intends or the Majority Lenders intend to make such substitution; provided, howeverwhich substitute financial institution must be an Eligible Assignee and, thatif not a Lender, reasonably acceptable to the Agent, PROVIDED that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower or the Majority Lender within 30 days of each other, then the Borrower or the Majority Lenders may substitute all, but not (except to the extent the Borrower or the Majority Lenders has already substituted one of such Affected Lenders before the Borrower’s 's or the Majority Lenders' receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution is reasonably acceptable to the Agent and the written notice was properly issued under this SECTION 2.19, the Affected Lender shall sell and the substitute financial institution shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution shall assume and the Affected Lender shall be relieved of its Commitment and all other theretofore unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution shall become a "Lender" hereunder for all purposes of this Agreement having a Commitment in the amount of such Affected Lender's Commitment assumed by it and such Commitment of the Affected Lender shall be terminated, PROVIDED that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower Company pursuant to Section 2.14(d) (Illegality), ) or Section 2.15 (Capital Adequacy) or (iii) any Loan Party Borrower is required to make any payment pursuant to Section 2.16 (Taxes) ), that is attributable to any Lender, or any Lender is a particular Non-Funding Lender, (b) in the case of subclause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Revolving Credit Lender Commitments are not subject to such increased costs or (iv) any Revolving Credit Lender becomes a Defaulting Lender illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower Company may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clauses subclauses (ia)(i), (ii), (iii) through or (iv) above above) by the Company to the Administrative Agent and the Affected Lender that the Borrower Company intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Company within 30 days of each other, other then the Borrower Company may substitute all, but not (except to the extent the Borrower Company has already substituted one of such Affected Lenders before the Borrower’s Company's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (that, in any event, shall be conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a "Lender" hereunder for all purposes of this Agreement having a Revolving Credit Commitment in the amount of such Affected Lender's Revolving Credit Commitment assumed by it and such Revolving Credit Commitment of the Affected Lender shall AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION be terminated, provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Revolving Credit Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Lender and (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Revolving Credit Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement (any such Revolving Credit Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Revolving Credit Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Revolving Credit Lenders making such claims.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender and (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Revolving Credit Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement (any such Revolving Credit Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Revolving Credit Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Revolving Credit Lenders making such claims.

Substitution of Lenders. (a) In Notwithstanding anything to the event that (i) contrary contained herein, if any Lender shall request compensation pursuant to Sections 3.6, 3.7 or 3.10, or if any Lender shall not have consented to any request for the extension of the Revolving Credit Lender makes a claim under Commitment Period which request was approved in accordance with Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy)2.14, (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans then, in each such case, provided that no Event of Default shall then exist and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iii) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting Lender (any such Lender, an “Affected Lender”)be continuing, the Borrower may substitute require that such Lender transfer all of its right, title and interest under the Loan Documents to one or more of the other Lenders (in the sole and absolute discretion of each such Lender) or any Lender and, if other Eligible Institution identified by the Borrower and reasonably acceptable to the Administrative Agent, any other Eligible Assignee the Swing Line Lender and each Issuing Bank (a “"Substitute Institution”) Lender"), if such Substitute Lender agrees to assume all of ----------------- the obligations of such Lender under the Loan Documents for consideration equal to all principal, interest, Fees and other sums owing to such Affected Lender hereunderunder the Loan Documents, after whether or not then otherwise due. Subject to the execution and delivery of a written notice (a “Substitution Notice”) by the Borrower at its expense of a new Revolving Credit Note and a new Competitive Bid Note, an instrument of assignment and assumption, and such other documents as such Lender may reasonably require, such Substitute Lender shall be a "Lender" for all purposes hereunder. Without prejudice to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence survival of any other agreement of the events described in clauses (i) through (iv) above that Borrower hereunder, the agreements of the Borrower intends contained in Sections 3.5, 3.6, 3.7, 11.7 and 11.20 (without duplication of any payments made to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days or the Substitute Lender) shall survive for the benefit of each other, then the Borrower may substitute all, but not (except any Lender replaced under this Section with respect to the extent the Borrower has already substituted one of time prior to such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claimsreplacement.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c2.12(c) (Increased Costs) or 2.15 2.13 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d2.12(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 2.14 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the principal amount of the Term Loans then outstanding are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “SECOND LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY "Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c2.13(c) (Increased Costs) or 2.15 Section 2.14 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d2.13(d) (Illegality), (iiiC) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the Revolving Credit Commitments and Lenders holding at least 75% of the Term Loan Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (ii)(A), (B), (C) through or (ivD) above by the Borrower to the Administrative Agent and the Affected Lender that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are Credit Agreement FMC Corporation received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy)3.04, (ii) it becomes illegal for any Revolving Credit Lender to continue to fund make Term Loans or make any Eurocurrency to determine or charge interest rates based upon the Adjusted LIBO Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender so notifies the Borrower Company pursuant to Section 2.14(d) (Illegality)3.02, (iii) any Loan Party Lender is required to make any payment pursuant to Section 2.16 (Taxes) 3.01 that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting does not consent to any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby” in respect of which the consent of the Required Lenders is otherwise obtained (any such LenderLender described in clauses (i), (ii), (iii) or (iv) hereof, an “Affected Lender”), the Borrower Company may (x) substitute any such Affected Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee Lender (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower Company to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 ninety (90) days) following the occurrence of any of the events described in clauses (i), (ii), (iii) through or (iv) above that the Borrower Company intends to make such substitution; provided, however, that, if more than one or (y) prepay the Term Loans held by such Affected Lender claims increased costs, illegality or right to payment arising from the same act or condition in accordance with Section 2.02(a) and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one simultaneously therewith permanently terminate any unused Term Loan Commitments of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claimsLender in connection therewith.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs2.15(c) or 2.15 (Capital Adequacy)Section 2.16, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality2.15(d), or (iii) any Loan Party a Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.17 that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Revolving Credit Lender becomes is a Defaulting Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clauses (ia)(i), (ii), (iii) through or (iv)) above by the Borrowers to the Facility Agents and the Affected Lender that the Borrower intends Borrowers intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Facility Agents (it being understood that neither the Facility Agents nor any Lender shall have any obligation to the Borrowers to find a replacement Lender or other such substitute financial institution); provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 thirty days of each other, other then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has Borrowers have already substituted one of such Affected Lenders before the Borrower’s Borrowers’ receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Facility Agents and the written notice was properly issued under this Section 2.18, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Commitment in the amount of such Affected Lender’s Commitment assumed by it and such Commitment of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (ia)(i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) 2.12 or 2.15 (Capital AdequacySection 2.16(c), (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality2.16(d), (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.13 that is attributable to a particular Revolving Credit any Lender or (iv) any Revolving Lender is a Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Credit Lender becomes a Defaulting Lender Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower Administrative Agent may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clause (a)(i), (ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not less than all (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ claim) less than all' claims), Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.14, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase, assignment and assumption (which, in any event shall be conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through the effective date of the aforementioned Assignment and Acceptance), the substitute financial institution or other entity shall become a "Lender" hereunder for all purposes of this Agreement having a Credit Commitment in the amount of such Affected Lender's Credit Commitment assumed by it and such Credit Commitment of the Affected Lender shall be terminated; provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. If (a) In the event that (ia)(i) any Revolving Credit Lender (other than the Fronting Lender) or Tranche B Investor makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (ii) it becomes illegal for any Revolving Credit Lender (other than the Fronting Lender) to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender (other than the Fronting Lender) or Tranche B Investor, (iv) any Revolving Credit Lender (other than the Fronting Lender) becomes a Defaulting Non-Funding Lender or (v) any Tranche B Investor fails to make any payment it is required to make in respect of any Credit-Linked Deposit, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender or Tranche B Investor under this Agreement with respect to its Loans exceeds the effective average rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the aggregate Commitments (considering, for purpose of this clause (c) that the Commitment of the Fronting Lender has been assigned to the Tranche B Investors in accordance with their Tranche B Ratable Portion) are not subject to such increased costs or illegality, payment or proceedings (any such LenderLender or Tranche B Investor, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of and notification to the Borrower of any applicable event described in clauses (a)(i), (ii), (iii) or (iv) above) by the Borrower to the Administrative Agent and the Affected Lender within (and, if such Affected Lender is a reasonable time (in any case not to exceed 90 daysTranche B Investor, the Fronting Lender) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution, which substitute financial institution (x) must be an Eligible Assignee or (y) if not a Lender, must be reasonably acceptable to the Administrative Agent; provided, however, that, if more than one Lender or Tranche B Investor claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders and Tranche B Investors making such claims. If the proposed substitute financial institution or other entity meets the conditions set forth in clauses (x) through (z) above and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, (and, if such Affected Lender is a Tranche B Investor, the Fronting Lender shall execute all documents necessary to effect such sale and substitution) all rights and claims of such Affected Lender under the Loan Documents and the Credit-Linked Deposit and such substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents or, as the case may be, the Credit-Linked Deposit (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). If such Affected Lender is a Lender hereunder, upon the effectiveness of such sale, purchase and assumption (that, in any event shall be conditioned upon the payment in full by the Borrower in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date to such Affected Lender), the substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Commitment (if applicable) in the amount of such Affected Lender’s Commitment assumed by it and such Commitment (if applicable) of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender. If such Affected Lender is a Lender hereunder, it shall execute an Assignment and Acceptance to evidence such transfer; provided, however, that the failure of the Affected Lender to execute such Assignment and Acceptance shall not invalidate such assignment, and such Assignment and Acceptance shall be deemed to be executed upon receipt by such Affected Lender of such payment in full.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c2.15(c) (Increased Costs) or 2.15 Section 2.16 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d2.15(d) (Illegality), (iiiC) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 2.17 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the Revolving Credit Commitments and Lenders holding at least 75% of the Term Loan Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the applicable Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (ii)(A), (B), (C) through or (ivD) above by the Borrower to the applicable Administrative Agent and the Affected Lender that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower Borrowers pursuant to Section 2.14(d) (Illegality), or (iii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to any Lender, (b) in the case of clause (a)(i) above, as a particular Revolving Credit consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Commitments are not subject to such increased costs or (iv) any Revolving Credit Lender becomes a Defaulting Lender illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clauses (ia)(i), (ii) through or (iviii)) above by the Borrowers to the Administrative Agent and the Affected Lender that the Borrower intends Borrowers intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 thirty (30) days of each other, other then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower Borrowers has already substituted one of such Affected Lenders before the Borrower’s Borrowers' receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims. In the event that the proposed Credit Agreement EXIDE TECHNOLOGIES substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.18 (Substitution of Lenders), the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a "Lender" hereunder for all purposes of this Agreement having a Commitment (if applicable) in the amount of such Affected Lender's Commitment assumed by it and such Commitment (if applicable) of the Affected Lender shall be terminated, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c2.12(c) (Increased Costs) or 2.15 Section 2.13 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d2.12(d) (Illegality), ) or (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 2.14 (Taxes) that is attributable to a particular Revolving Credit Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Term Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clauses (i)(A), (B) and (C) above, Lenders holding at least 75% of the Term Loans are not subject to such increased costs or (iv) any Revolving Credit Lender becomes a Defaulting Lender illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. If (a) In the event that (i) any Lender has failed to fund its Revolving Credit Percentage of any Revolving Credit Lender makes Advance, or to fund a claim under Section 2.14(c) (Increased Costs) Revolving Credit Advance to repay a Swing Line Advance or 2.15 (Capital Adequacy)any Reimbursement Obligations, (iib) it becomes illegal for the obligation of any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower Eurodollar-based Advances has been suspended pursuant to Section 2.14(d11.3 or 11.4, (c) (Illegalityany Lender has demanded compensation under Section 3.4(d), 11.5 or 11.6 or (iiid) any Loan Party Lender has not approved an amendment, waiver or other modification of this Agreement and the consent of such Lender is required (in each case, an "Affected Lender"), then the Agent or the Borrower shall have the right to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting written demand on the Affected Lender (any such Lender, an “Affected Lender”), with a copy to the Borrower may substitute any Lender and, if reasonably acceptable in the case of a demand by the Agent or with a copy to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery Agent in the case of a written notice (a “Substitution Notice”) demand by the Borrower Borrower) to the Administrative Agent assign and the Affected Lender within a reasonable time shall assign, to one or more financial institutions that comply with the provisions of Section 13.8 hereof (in any case not the "Purchasing Lender" or "Purchasing Lenders") to exceed 90 days) following purchase the occurrence of any Advances of the events described Revolving Credit, and/or Swing Line, as the case may be, of such Affected Lender (including, without limitation, its participating interests in clauses outstanding Swing Line Advances and Letters of Credit) and assume the commitment of the Affected Lender to extend credit under the Revolving Credit (including without limitation its obligation to purchase participations interest in Swing Line Advances and Letters of Credit) under this Agreement. The Affected Lender shall be obligated to sell its Advances of the Revolving Credit and/or the Swing Line, as the case may be, and assign its commitment to extend credit under the Revolving Credit (including without limitation its obligations to purchase participations in Swing Line Advances and Letters of Credit) to such Purchasing Lender or Purchasing Lenders within ten (10) days after receiving notice from the Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, the Borrower shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten (10) Business Days after such sale, (i) through (iv) above that the amount of any 92 compensation which would be due to the Affected Lender under Section 11.1 if the Borrower intends had prepaid the outstanding Eurodollar-based Advances of the Affected Lender on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(d), 11.5 and 11.6 to make but excluding said date. Upon such substitution; providedsale, howeverthe Purchasing Lender or Purchasing Lenders shall assume the Affected Lender's commitment, thatand the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Lenders, if more than one Lender claims increased coststhe Affected Lender, illegality or right to payment arising from the same act or condition and as assignor, such claims are received by Purchasing Lender, as assignee, the Borrower within 30 days and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of each othera Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment pursuant to this Section 13.12, then the Borrower may substitute all, but not (except or the Purchasing Lender shall pay to the extent Agent the Borrower has already substituted one of administrative fee for processing such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claimsassignment referred to in Section 13.8.

Substitution of Lenders. (a) In the event that (a) ------------------------ (i) any Revolving Credit Lender makes a claim under Section 2.14(c) 2.14 (Increased Costsc) or 2.15 (Capital Adequacy)Section 2.15, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower Borrowers pursuant to Section 2.14(d) (Illegality), or (iii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Revolving Credit Lender becomes is a Defaulting Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clauses (ia)(i), (ii), (iii) through or (iv)) above by the Borrowers to the Administrative Agent and the Affected Lender that the Borrower intends Borrowers intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 days of each other, other then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has Borrowers have already substituted one of such Affected Lenders before the Borrower’s Borrowers' receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a "Lender" hereunder for all purposes of this Agreement having a Revolving Credit Commitment (if applicable) in the amount of such Affected Lender's Revolving Credit Commitment assumed by it and such Revolving Credit Commitment (if applicable) of the Affected Lender shall be terminated, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Revolving Credit Lender under this Agreement with respect to its Loans exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (B) and (C) above, Revolving Credit Lenders holding at least 75% of the Revolving Credit Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Revolving Credit Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Revolving Credit Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Revolving Credit Lenders making such claims.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (ia)(i) any Revolving Credit Lender makes a claim under Section 2.14(c) or (Increased Costsd) (Special Provisions Governing Eurodollar Rate Loans) or Section 2.15 (Capital Adequacy), (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d2.14(e) (IllegalitySpecial Provisions Governing Eurodollar Rate Loans), (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit any Lender or (iv) any Revolving Credit Lender becomes is a Defaulting Non-Funding Lender, (b) in the case of sub-clause (i) of clause (a) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Affected Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least seventy-five percent (75%) of the Commitments are not subject to such increased costs or illegality, payment or proceedings (in each case, any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within ninety (90) days following the occurrence of any of the events described in sub-clauses (i) through (iv) of clause (a) above) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 thirty (30) days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of such Commitments, and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable Requirement of Law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (that, in any event shall be conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other Person shall become a "Lender" hereunder for all purposes of this Agreement having a Commitment in the amount of such Affected Lender's Commitment assumed by it and such Commitment (if applicable) of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender. NATIONAL STEEL CORPORATION CREDIT AGREEMENT

Substitution of Lenders. If any Lender requests compensation from the Borrower under Section 2.10 (a) In the event that or (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costsb) or 2.15 (Capital Adequacy), (ii) it becomes illegal for Section 2.12 or if any Revolving Credit Lender declines to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower extend its Commitment Termination Date pursuant to Section 2.14(d) (Illegality), (iii) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting Lender (any such Lender, an “Affected Lender”)2.16, the Borrower may substitute any Lender andshall have the right, if reasonably acceptable to with the assistance of the Administrative Agent, any other to seek one or more Eligible Assignee Assignees (a “Substitute Institution”which may be one or more of the Lenders) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower reasonably satisfactory to the Administrative Agent and the Affected Lender within a reasonable time (in any case not Borrower to exceed 90 dayspurchase the Advances and assume the Commitments of such Lender, and the Borrower, the Administrative Agent, such Lender, and such Eligible Assignees shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 8.07(a) following hereof to effect the occurrence assignment of any rights to and the assumption of the events described in clauses obligations by such Eligible Assignees; provided that (i) through such requesting Lender shall be entitled to compensation under Section 2.10 and 2.12 for any costs incurred by it prior to its replacement, (ii) no Event of Default or Potential Event of Default has occurred and is continuing, (iii) the Borrower has satisfied all of its obligations under the Loan Documents relating to such Lender, including without limitation obligations, if any, under Section 8.04(b), (iv) above in the case of the Commitments of any Lenders that have declined to extend their Commitment Termination Date pursuant to Section 2.16, the Lenders that have extended their Commitment Termination Date pursuant to Section 2.16 shall on a 29 Credit Agreement (Short Term) ratable basis have the right (but no obligation), for a period of seven days following receipt of notice from the Administrative Agent at the request of the Borrower that the Borrower intends Commitments of non-extending Lenders may be assumed, to make assume the Commitments of such substitution; provideddeclining Lenders before any other Eligible Assignees assume such Commitments, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by (v) the Borrower within 30 days of each other, then shall have paid the Borrower may substitute all, but Administrative Agent a $3,000 administrative fee if such replacement Lender is not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claimsan existing Lender.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) 2.14 (Increased Costsc) or 2.15 (Capital Adequacy)Section 2.15, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), or (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Lender is a Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Revolving Credit Lender becomes a Defaulting Lender Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within ninety (90) days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 thirty (30) days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ claim' claims) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a "Lender" hereunder for all purposes of this Agreement having a Revolving Credit Commitment in the amount of such Affected Lender's Revolving Credit Commitment assumed by it and such Revolving Credit Commitment of the Affected Lender shall be terminated, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that any Lender claims any increased costs under Section 5.3 or Section 5.4, and (i) any as a consequence of such increased costs the effective rate of interest payable to such Lender under this Agreement with respect to its Pro Rata Share of the Revolving Credit Lender makes a claim Loans is more than 20 basis points per annum in excess of the effective average annual rate of interest payable to the Majority Lenders under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), this Agreement and (ii) it becomes illegal for any Revolving Credit Lender Lenders holding at least 75% of the Commitments are not subject to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iii) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting Lender increased costs (any such Lender, an “"Affected Lender”"), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a give not less than 30 days prior written notice (a “Substitution Notice”) which written notice must be given within 90 days following the receipt by the Borrower Borrowers of such claim) to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends Borrowers intend to make such substitutionsubstitute another financial institution, which substitute financial institution must be reasonably acceptable to the Administrative Agent and the Majority Lenders; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment costs arising from the same act or condition and such claims are received by the a Borrower within 30 60 days of each other, other then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution is reasonably acceptable to the Administrative Agent and the Majority Lenders and the written notice was properly issued under this Section 5.7, the Affected Lender shall sell at par plus accrued interest and the substitute financial institution shall purchase, pursuant to assignment documentation that is reasonably acceptable to the Affected Lender (and in any event provides that such assignment shall be without recourse, representation or warranty to the Affected Lender), all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution shall assume and the Affected Lender shall be relieved of its Commitment and all other theretofore unperformed obligations of the Affected Lender under the Loan Documents. Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution shall become a "Lender" hereunder for all purposes of this Agreement having a Commitment in the amount of such Affected Lender's Commitment assumed by it and such Commitment of the Affected Lender shall be terminated; provided, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(cSections 2.13(c) (Increased Costs) or 2.15 2.14 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Parent Borrower pursuant to Section 2.14(d2.13(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Revolving Credit Lender or Lender, (ivD) any Revolving Credit Lender becomes a Defaulting Lender, or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders (or all affected Lenders) and at least the Required Lenders have approved such amendment, waiver or other modification, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Required Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the Revolving Credit Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Parent Exhibit 10.1 Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Parent Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Parent Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Parent Borrower within 30 days of each other, then the Parent Borrower may substitute all, but not (except to the extent the Parent Borrower has already substituted one of such Affected Lenders before the Parent Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c2.12(c) (Increased Costs) or 2.15 Section 2.13 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d2.12(d) (Illegality), (iiiC) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 2.14 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under CREDIT AGREEMENT FMC FINANCE B.V. this Agreement and (iii) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative AgentAgent and, if such Lender is to be a Lender, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (ii)(A), (B), (C) through or (ivD) above by the Borrower to the Administrative Agent and the Affected Lender that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) 2.14 (Increased Costsc) or 2.15 (Capital Adequacy)Section 2.15, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower Borrowers pursuant to Section 2.14(d) (Illegality), or (iii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Lender is a Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Revolving Credit Lender becomes a Defaulting Lender Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clauses (ia)(i), (ii), (iii) through or (iv)) above by the Borrowers to the Administrative Agent and the Affected Lender that the Borrower intends Borrowers intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 days of each other, other then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has Borrowers have already substituted one of such Affected Lenders before the Borrower’s Borrowers’ receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Revolving Credit Commitment (if applicable) in the amount of such Affected Lender’s Revolving Credit Commitment assumed by it and such Revolving Credit Commitment (if applicable) of the Affected Lender shall be terminated, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (i) (A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) SECTION 2.15 or 2.15 (Capital Adequacy)2.16, (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (IllegalitySECTION 2.14(C), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) SECTION 2.17 that is attributable to a particular Revolving Credit Lender that cannot be mitigated pursuant to SECTION 2.17(G) or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of in- terest payable to the Requisite Lenders under this Agreement and (iii) in the case of clauses (i)(A), (B) and (C) above, Revolving Credit Lenders holding at least 75% of the Revolving Credit Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”"AFFECTED LENDER"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”"SUBSTITUTE INSTITUTION") for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”"SUBSTITUTION NOTICE") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; providedPROVIDED, howeverHOWEVER, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased CostsSpecial Provisions Governing Eurodollar Rate Loans) or 2.15 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (IllegalitySpecial Provisions Governing Eurodollar Rate Loans), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (B) and (C) above, Revolving Credit Lenders holding at least 75% of the Revolving Credit Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims; provided, further, that in the event of any such substitution resulting from a claim for compensation under Section 2.14(c) (Special Provisions Governing Eurodollar Rate Loans) or payments required to be made pursuant to Section 2.16 (Taxes), such substitution will result in a material reduction in such compensation or payments.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased 2.15(c)(Increased Costs) or 2.15 Section 2.16 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the U.S. Borrower pursuant to Section 2.14(d2.15(d) (Illegality), (iiiC) any Loan Party Borrower is required to make any payment pursuant to Section 2.16 2.17 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the Revolving Credit Commitments and Lenders holding at least 75% of the Term Loan Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the U.S. Borrower may substitute any Lender and, if reasonably acceptable to the Administrative AgentAgent and, if such Lender is to be a Revolving Credit Lender, the Swing Loan Lender, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (ii)(A), (B), (C) through or (ivD) above by the U.S. Borrower to the Administrative Agent and the Affected Lender that the U.S. Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the U.S. Borrower within 30 days of each other, then the U.S. Borrower may substitute all, but not (except to the extent the U.S. Borrower has already substituted one of such Affected Lenders before the U.S. Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.. CREDIT AGREEMENT FMC CORPORATION

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency External Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower Company pursuant to Section 2.14(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clauses (i)(A), (B) and (C) above, Lenders holding at least 75% of the Revolving Credit Commitments (or, after the termination of the Revolving Credit Commitments, the Revolving Credit Outstandings) are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower Company may substitute any a Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower Company to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower Company intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Company within 30 days of each other, then the Borrower Company may substitute all, but not (except to the extent the Borrower Company has already substituted one of such Affected Lenders before the Borrower’s Company's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.. AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY

Substitution of Lenders. If (a) In the event that (ia)(i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy)2.15, (ii) it becomes illegal for any Revolving Credit Term Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Term Borrower pursuant to Section 2.14(d) (Illegality), (iii) any Loan Party either Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender Lender, or (iv) any Revolving Credit LC Lender becomes a Defaulting Lender, (b) in the case of clause (a)(i) above, (i) if such Lender is a Term Lender, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Term Loans exceeds the effective average rate of interest payable to the Requisite Term Lenders and (ii) if such Lender is an LC Lender, as a consequence of increased costs in respect of which such claim is made, the effective rate of the Letter of Credit Commitment Fees and/or Letter of Credit Participation Fees payable to such Lender under this Agreement with respect to its Letter of Credit Exposure exceeds the effective average Letter of Credit fees payable to the Requisite LC Lenders, and (c) in the case of clauses (a)(i) and (ii) above, (i) if such Lender is a Term Lender, Term Lenders holding at least 75% of the outstanding Term Loans are not subject to such increased costs or illegality, payment or proceedings and (ii) if such Lender is an LC Lender, LC Lenders holding at least 75% of the Letter of Credit Exposure are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the applicable Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the notification to the applicable Borrower of any applicable event described in clauses (a)(i), (ii), (iii) or (iv) above) by the applicable Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the such Borrower intends to make such substitution. A substitute financial institution (x) must be an Eligible Assignee and (y) if not already a Lender, must be reasonably acceptable to the Administrative Agent and, in the case of a substitute LC Lender, each Issuer; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the applicable Borrower within 30 days of each other, then the applicable Borrower may substitute all, but not (except to the extent the such Borrower has already substituted one of such Affected Lenders before the applicable Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims. If the proposed substitute financial institution or other entity meets the conditions set forth in clauses (x) and (y) above and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, at par plus accrued interest and Letter of Credit fees, all rights and claims of such Affected Lender under the Loan Documents and such substitute financial institution or other entity shall assume, and the Affected Lender shall be relieved of, its Letter of Credit Facility Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (that, in any event shall be conditioned upon the payment in full by the applicable Borrower in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date to such Affected Lender), the substitute financial institution or other entity shall become an “LC Lender” or “Term Lender,” as applicable, hereunder for all purposes of this Agreement having, in the case of an LC Lender, a Letter of Credit Facility Commitment in the amount of such Affected Lender’s Letter of Credit Facility Commitment, assumed by it and such Letter of Credit Facility Commitment of the Affected Lender shall be terminated and holding, in the case of a Term Lender, the amount of Term Loans held by the Affected Lender; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender. Each Affected Lender shall execute an Assignment and Acceptance to evidence such transfer; provided, however, that the failure of the Affected Lender to execute such Assignment and Acceptance shall not invalidate such assignment, and such Assignment and Acceptance shall be deemed to be executed upon receipt by such Affected Lender of such payment in full.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender and (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement (any such Revolving Credit Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims. CREDIT AGREEMENT U.S. CONCRETE, INC.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c2.10(c) (Increased Costs) or 2.15 2.11 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d2.10(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 2.12 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the principal amount of the Term Loans then outstanding are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), or (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Lender is a Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Revolving Credit Lender becomes a Defaulting Lender Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase at par, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a "Lender" hereunder for all purposes of this Agreement having a Revolving Credit Commitment in the amount of such Affected Lender's Revolving Credit Commitment assumed by it and such Revolving Credit Commitment of the Affected Lender shall be terminated, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (i) (A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) 2.15 or 2.15 (Capital Adequacy)2.16, (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the a Borrower pursuant to Section 2.14(d) (Illegality2.14(c), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) 2.17 that is attributable to a particular Revolving Credit Lender that cannot be mitigated pursuant to Section 2.17(g) or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clauses (i)(A), (B) and (C) above, Revolving Credit Lenders holding at least 75% of the Revolving Credit Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the any Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the such Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the such Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the such Borrower within 30 days of each other, then the such Borrower may substitute all, but not (except to the extent the such Borrower has already substituted one of such Affected Lenders before the such Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the Revolving Credit Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(cSections 2.13(c) (Increased Costs) or 2.15 2.14 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Parent Borrower pursuant to Section 2.14(d2.13(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Revolving Credit Lender or Lender, (ivD) any Revolving Credit Lender becomes a Defaulting Lender, or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders (or all affected Lenders) and at least the Required Lenders have approved such amendment, waiver or other modification, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Required Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the Revolving Credit Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Parent Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Parent Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Parent Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Parent Borrower within 30 days of each other, then the Parent Borrower may substitute all, but not (except to the extent the Parent Borrower has already substituted one of such Affected Lenders before the Parent Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iii) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting Lender Non-Funding Lender, (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs2.14(b) or 2.15 (Capital Adequacy)Section 2.15, (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality2.14(c), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender and (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, and any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (ia)(i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) 2.10 or 2.15 (Capital Adequacy)2.12, (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality)2.1, (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.14 that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Revolving Credit Lender becomes is in default of any of its obligations hereunder or shall take or be the subject of any action or proceeding of a Defaulting type described in Subsection 8.1(e), (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Majority Lenders under this Agreement and (c) Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”"AFFECTED LENDER"), the Borrower or the Majority Lenders may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clauses (ia)(i), (ii), (iii) through or (iv)) above by the Borrower or the Majority Lenders, as the case may be, to the Agent and the Affected Lender that the Borrower or the Majority Lender intends to make such substitution; provided, howeverwhich substitute financial institution must be an Eligible Assignee and, thatif not a Lender, reasonably acceptable to the Agent, provided that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower or the Majority Lender within 30 days of each other, then the Borrower or the Majority Lenders may substitute all, but not (except to the extent the Borrower or the Majority Lenders has already substituted one of such Affected Lenders before the Borrower’s 's or the Majority Lenders' receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution is reasonably acceptable to the Agent and the written notice was properly issued under this Section 2.19, the Affected Lender shall sell and the substitute financial institution shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution shall assume and the Affected Lender shall be relieved of its Commitment and all other theretofore unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution shall become a "Lender" hereunder for all purposes of this Agreement having a Commitment in the amount of such Affected Lender's Commitment assumed by it and such Commitment of the Affected Lender shall be terminated, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iii) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting Lender (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of AMENDED AND RESTATED CREDIT AGREEMENT TXXXX HEALTHCARE CORPORATION the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. If (a) In the event that (i) any Lender has failed to fund its Revolving Credit Percentage of any Revolving Credit Lender makes Advance, or to fund a claim under Section 2.14(c) (Increased Costs) Revolving Credit Advance to repay a Swing Line Advance or 2.15 (Capital Adequacy)any Reimbursement Obligations, (iib) it becomes illegal for the obligation of any Revolving Credit Lender to continue to fund or 97 make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower Eurodollar-based Advances has been suspended pursuant to Section 2.14(d11.3 or 11.4, (c) (Illegalityany Lender has demanded compensation under Section 3.4(d), 11.5 or 11.6 or (iiid) any Loan Party Lender has not approved an amendment, waiver or other modification of this Agreement, if such amendment or waiver has been approved by the Required Lenders and the consent of such Lender is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting Lender (any such Lenderin each case, an “Affected Lender”), then Agent or the Borrower may substitute any Company shall have the right to make written demand on the Affected Lender and, if reasonably acceptable (with a copy to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery Company in the case of a written notice (demand by Agent or with a “Substitution Notice”) copy to Agent in the case of a demand by the Borrower Company) to the Administrative Agent assign and the Affected Lender within a reasonable time shall assign, to one or more financial institutions that comply with the provisions of Section 14.8 hereof (in any case not the “Purchasing Lender” or “Purchasing Lenders”) to exceed 90 days) following purchase the occurrence of any Advances of the events described Revolving Credit and the Swing Line, as the case may be, of such Affected Lender (including, without limitation, its participating interests in clauses outstanding Swing Line Advances and Letters of Credit) and assume the commitment of the Affected Lender to extend credit under the Revolving Credit (including without limitation its obligation to purchase participation interests in Swing Line Advances and Letters of Credit) under this Agreement. The Affected Lender shall be obligated to sell its Advances of the Revolving Credit and the Swing Line, as the case may be, and assign its commitment to extend credit under the Revolving Credit (including without limitation its obligations to purchase participation interests in Swing Line Advances and Letters of Credit) to such Purchasing Lender or Purchasing Lenders within ten (10) days after receiving notice from the Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, the Company shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten (10) Business Days after such sale, (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days amount of each other, then the Borrower may substitute all, but not (except any compensation which would be due to the extent Affected Lender under Section 11.1 if the Company or the applicable Permitted Borrower has had prepaid the outstanding Eurodollar-based Advances of the Affected Lender on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(c), 11.5, 11.6, 11.7, 11.6 and 11.7 to but excluding said date. Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already substituted one of Lenders, the Affected Lender, as assignor, such Affected Lenders before Purchasing Lender, as assignee, the Borrower’s receipt Company and the Permitted Borrowers and Agent, shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the other then applicable Revolving Credit Aggregate Commitment of the Affected Lenders’ claim) less than allLender. In connection with any assignment pursuant to this Section 14.2, Lenders making the Company and the Permitted Borrower or the Purchasing Lender shall pay to Agent the administrative fee for processing such claimsassignment referred to in Section 14.8.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the Revolving Credit Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (ia)(i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) 2.12 or 2.15 (Capital AdequacySection 2.16(c), (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality2.16(d), (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.13 that is attributable to a particular Revolving Credit any Lender or (iv) any Lender is a Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Revolving Credit Lender becomes a Defaulting Lender Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower Administrative Agent may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clause (a)(i), (ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not less than all (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ claim) less than all' claims), Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.14, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase, assignment and assumption (which, in any event shall be conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through the effective date of the aforementioned Assignment and Acceptance), the substitute financial institution or other entity shall become a "Lender" hereunder for all purposes of this Agreement having a Revolving Credit Commitment in the amount of such Affected Lender's Revolving Credit Commitment assumed by it and such Revolving Credit Commitment of the Affected Lender shall be terminated; provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Revolving Credit Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the receipt of notice of the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv) above) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (that, in any event, shall be conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a "Lender" hereunder for all purposes of this Agreement having a Revolving Credit Commitment in the amount of such Affected Lender's Revolving Credit Commitment assumed by it and such SECOND AMENDED AND RESTATED CREDIT AGREEMENT AVIALL SERVICES, INC. Revolving Credit Commitment of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Revolving Credit Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (B) and (C) above, Revolving Credit Lenders holding at least 75% of the Revolving Credit Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Revolving Credit Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Revolving Credit Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Revolving Credit Lenders making such claims.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs2.13(c) or 2.15 (Capital Adequacy)Section 2.14, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Administrative Borrower pursuant to Section 2.14(d) (Illegality2.13(d), or (iii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) 2.15 that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Lender is a Non-Funding Lender, or (v) any Lender is a Rejecting Lender pursuant to Section 2.17, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Revolving Credit Lender becomes a Defaulting Lender Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Administrative Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clauses clause (ia)(i), (ii), (iii) through or (iv)) above by the Administrative Borrower to the Administrative Agent and the Affected Lender that the Administrative Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Administrative Borrower within 30 days of each other, then the Administrative Borrower may substitute all, but not (except to the extent the Administrative Borrower has already substituted one of such Affected Lenders before the Administrative Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.16, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase at par, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of the Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Revolving Credit Commitment in the amount of such Affected Lender’s Revolving Credit Commitment assumed by it and such Revolving Credit Commitment of the Affected Lender shall be terminated, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Revolving Credit Lender under this Agreement with respect to its Loans exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (B) and (C) above, Revolving Credit Lenders holding at least 75% of the Revolving Credit Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Revolving Credit Lender, an “"Affected Lender”"), the Borrower may substitute any Revolving Credit Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Revolving Credit Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Revolving Credit Lenders making such claims.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs2.13(c) or 2.15 (Capital Adequacy)Section 2.14, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality2.13(d), or (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.15 that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Lender is a Non-Funding Lender, or (v) any Lender is a Rejecting Lender pursuant to Section 2.17, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Revolving Credit Lender becomes a Defaulting Lender Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.16, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase at par, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Revolving Credit Commitment in the amount of such Affected Lender’s Revolving Credit Commitment assumed by it and such Revolving Credit Commitment of the Affected Lender shall be terminated, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. If (a) In the event that (ia)(i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy)2.15, (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender Lender, or (iv) any Revolving Credit Lender becomes a Defaulting Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans exceeds the effective average rate of interest payable to the Requisite Lenders under this Agreement, and (c) in the case of clauses (a)(i) and (ii) above, Lenders holding at least 75% of the Revolving Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the notification to the Borrower of any applicable event described in clauses (a)(i), (ii), (iii) or (iv) above) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution. A substitute financial institution (x) must be an Eligible Assignee and (y) if not already a Lender, must be reasonably acceptable to the Administrative Agent and, in the case of a substitute Lender, each Issuer; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims. If the proposed substitute financial institution or other entity meets the conditions set forth in clauses (x) and (y) above and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, at par plus accrued interest, all rights and claims of such Affected Lender under the Loan Documents and such substitute financial institution or other entity shall assume, and the Affected Lender shall be relieved of, its Revolving Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Affected Lender, upon the effectiveness of such sale, purchase and assumption (that, in any event shall be conditioned upon the payment in full by the Borrower in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date to such Affected Lender), the substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Revolving Commitment in the amount of such Affected Lender’s Revolving Commitment assumed by it and such Revolving Commitment of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender. Such Affected Lender shall execute an Assignment and Acceptance to evidence such transfer; provided, however, that the failure of the Affected Lender to execute such Assignment and Acceptance shall not invalidate such assignment, and such Assignment and Acceptance shall be deemed to be executed upon receipt by such Affected Lender of such payment in full.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) 2.14 (Increased Costsc) or 2.15 (Capital Adequacy)Section 2.15, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), or (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Revolving Credit Lender becomes is a Defaulting Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ claim' claims) less than all, Lenders making such claims.. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower Company pursuant to Section 2.14(d) (Illegality), ) or Section 2.15 (Capital Adequacy) or (iii) any Loan Party Borrower is required to make any payment pursuant to Section 2.16 (Taxes) ), that is attributable to any Lender, or any Lender is a particular Non-Funding Lender, (b) in the case of subclause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Revolving Credit Lender Commitments are not subject to such increased costs or (iv) any Revolving Credit Lender becomes a Defaulting Lender illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower Company may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clauses subclauses (ia)(i), (ii), (iii) through or (iv) above above) by the Company to the Administrative Agent and the Affected Lender that the Borrower Company intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Company within 30 days of each other, other then the Borrower Company may substitute all, but not (except to the extent the Borrower Company has already substituted one of such Affected Lenders before the Borrower’s Company's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (that, in any event, shall be conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a "Lender" hereunder for all purposes of this Agreement having a Revolving Credit Commitment in the amount of such Affected Lender's Revolving Credit Commitment assumed by it and such Revolving Credit Commitment of the Affected Lender shall be terminated, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (ai) In the event that (i1) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy2.11(d), (ii2) it becomes illegal for any Revolving Credit Lender to continue to fund make Loans or make any Eurocurrency to determine or charge interest rates based upon the LIBOR Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender so notifies the Borrower pursuant to Section 2.14(d) (Illegality2.11(b), or (iii3) any Loan Party Borrower is required to make pay any payment additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.16 (Taxes2.11(a) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting Lender (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee Transferee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 ninety (90) days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution; provided, however, provided that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 thirty (30) days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs2.13(c) or 2.15 (Capital Adequacy)Section 2.14, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality2.13(d), or (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.15 that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Lender is a Non-Funding Lender, or (v) any Lender is a Rejecting Lender pursuant to Section 2.17, (b) in the case of CLAUSE (A)(I) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Revolving Credit Lender becomes a Defaulting Lender Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”"AFFECTED LENDER"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in CLAUSES (A)(I), (II), (III) OR (IV)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; providedPROVIDED, howeverHOWEVER, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.16, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase at par, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) 2.14 (Increased Costsc) or 2.15 (Capital Adequacy)Section 2.15, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), or (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Lender is a Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Revolving Credit Lender becomes a Defaulting Lender Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clauses (ia)(i), (ii), (iii) through or (iv)) above by the Borrower to the Agent and the Affected Lender that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a "Lender" hereunder for all purposes of this Agreement having a Revolving Credit Commitment in the amount of such Affected Lender's Revolving Credit Commitment assumed by it and such Revolving Credit Commitment of the Affected Lender shall be terminated, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) a. In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(cSections 2.13(e) (Increased Costs) or 2.15 2.14 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Parent Borrower pursuant to Section 2.14(d2.13(c) (IllegalityLaws Affecting Eurodollar Rate Loan Availability), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Revolving Credit Lender or Lender, (ivD) any Revolving Credit Lender becomes a Defaulting Lender, or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders (or all affected Lenders) and at least the Required Lenders have approved such amendment, waiver or other modification, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Required Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the Revolving Credit Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Parent Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Parent Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Parent Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Parent Borrower within 30 days of each other, then the Parent Borrower may substitute all, but not (except to the extent the Parent Borrower has already substituted one of such EXHIBIT 10.1 ANNEX A Affected Lenders before the Parent Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy)Section 2.15, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency LIBO Rate Loan or EURIBOR Rate Loans Revolving Euro Loan and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), or (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Revolving Credit Lender becomes is a Defaulting Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution, which substitute financial institution must be, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (that, in any event shall be conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Revolving Credit Commitment (if applicable) in the amount of such Affected Lender’s Revolving Credit Commitment assumed by it and such Revolving Credit Commitment (if applicable) of the Affected Lender shall be terminated, provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(cSections 2.13(c) (Increased Costs) or 2.15 2.14 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Parent Borrower pursuant to Section 2.14(d2.13(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Revolving Credit Lender or Lender, (ivD) any Revolving Credit Lender becomes a Defaulting Lender, or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders (or all affected Lenders) and at least the Required Lenders have approved such amendment, waiver or other modification, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Required Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the Revolving Credit Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Parent Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Parent Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Parent Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Parent Borrower within 30 days of each other, then the Parent Borrower may substitute all, but not (except to the extent the Parent Borrower has already substituted one of such Affected Lenders before the Parent Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.. Exhibit 10.1

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c2.13(c) (Increased Costs) or 2.15 Section 2.14 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d2.13(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the Revolving Credit Commitments and Lenders holding at least 75% of the Term Loan are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased CostsINCREASED COSTS) or Section 2.15 (Capital AdequacyCAPITAL ADEQUACY), or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower Applicable Obligors' Agent pursuant to Section 2.14(d) (IllegalityILLEGALITY), or (iii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (TaxesTAXES) that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Revolving Credit Lender becomes is a Defaulting Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”"AFFECTED LENDER"), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clauses clause (i) through (iva) above by the applicable Obligors' Agent to the relevant Administrative Agent and the Affected Lender that the Borrower intends Borrowers intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to such Administrative Agent; providedPROVIDED, howeverHOWEVER, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 days of each other, other then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has Borrowers have already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the relevant Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a "LENDER" hereunder for all purposes of this Agreement having a Commitment in the amount of such Affected Lender's Credit Commitment assumed by it and such Commitment of the Affected Lender shall be terminated; PROVIDED, HOWEVER, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) SECTION 2.12 (Increased CostsC) or 2.15 (Capital Adequacy)SECTION 2.13, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (IllegalitySECTION 2.12(D), or (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) SECTION 2.14 that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Revolving Credit Lender becomes is a Defaulting Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”"AFFECTED LENDER"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; providedPROVIDED, howeverHOWEVER, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute (with one or more substitute Lenders) all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims. In the event that the written notice was properly issued under this SECTION 2.15, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a "LENDER" hereunder for all purposes of this Agreement having a Revolving Credit Commitment and Term A Loan Commitment (if applicable) in the amount of such Affected Lender's Revolving Credit Commitment and Term A Loan Commitment assumed by it and such Revolving Credit Commitment and Term A Loan Commitment (if applicable) of the Affected Lender shall be terminated, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. If (a) In the event that (i) any Lender has failed to fund its Revolving Credit Percentage of any Revolving Credit Lender makes Advance, or to fund a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy)Revolving Credit Advance to repay any Reimbursement Obligations, (iib) it becomes illegal for the obligation of any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower Eurodollar-based Advances has been suspended pursuant to Section 2.14(d) (Illegality)11.3 or 11.4, (iiic) any Loan Party is required to make any payment pursuant to Lender has demanded compensation under Section 2.16 11.5 or 11.6 (Taxes) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting Lender (any such Lenderin each case, an “Affected Lender”), then the Borrower may substitute any Agent or Parent shall have the right to make written demand on the Affected Lender and, if reasonably acceptable (with a copy to Parent in the case of a demand by the Agent or with a copy to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery Agent in the case of a written notice (a “Substitution Notice”demand by Parent) by the Borrower to the Administrative Agent assign and the Affected Lender within a reasonable time shall assign, to one or more financial institutions that comply with the provisions of Section 13.8 hereof (in any case not the “Purchasing Lender” or “Purchasing Lenders”) to exceed 90 days) following purchase the occurrence of any Advances of the events described Revolving Credit, of such Affected Lender (including, without limitation, its participating interests in clauses outstanding Letters of Credit) and assume the commitment of the Affected Lender to extend credit under the Revolving Credit (including without limitation its obligation to purchase participations in Letters of Credit) under this Agreement. The Affected Lender shall be obligated to sell its Advances of the Revolving Credit, and assign its commitment to extend credit under the Revolving Credit (including without limitation its obligations to purchase participations in Letters of Credit) to such Purchasing Lender or Purchasing Lenders within ten (10) days after receiving notice from Parent requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Borrowers shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten (10) Business Days after such sale, (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days amount of each other, then the Borrower may substitute all, but not (except any compensation which would be due to the extent Affected Lender under Section 11.1 if Borrowers had prepaid the Borrower has outstanding Eurodollar-based Advances of the Affected Lender on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(d), 11.5 and 11.6 to but excluding said date. Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already substituted one of the Lenders, the Affected Lender, as assignor, such Affected Lenders before Purchasing Lender, as assignee, Borrowers and the Borrower’s receipt Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the other then applicable Revolving Credit Aggregate Commitment of the Affected Lenders’ claim) less than allLender. In connection with any assignment pursuant to this Section 13.12, Lenders making Borrowers or the Purchasing Lender shall pay to the Agent the administrative fee for processing such claimsassignment referred to in Section 13.8.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased CostsSECTION 2.13(c) or 2.15 (Capital Adequacy)SECTION 2.14, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (IllegalitySECTION 2.13(d), or (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) SECTION 2.15 that is attributable to any Lender, (b) in the case of clause (a)(i) above, as a particular Revolving Credit consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 51% of the Loans are not subject to such increased costs or (iv) any Revolving Credit Lender becomes a Defaulting Lender illegality, payment or proceedings (any such Lender, an “Affected Lender”"AFFECTED LENDER"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii) or (iii)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; providedPROVIDED, howeverHOWEVER, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has have already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this SECTION 2.16, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of all prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a "LENDER" hereunder for all purposes of this Agreement provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, and (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.

Substitution of Lenders. If (a) In the event that (i) any Lender has failed to fund its Revolving Credit Percentage of any Revolving Credit Lender makes Advance, or to fund a claim under Section 2.14(c) (Increased Costs) Revolving Credit Advance to repay a Swing Line Advance or 2.15 (Capital Adequacy)any Reimbursement Obligations, (iib) it becomes illegal for the obligation of any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower Eurodollar-based Advances has been suspended pursuant to Section 2.14(d11.3 or 11.4, (c) (Illegalityany Lender has demanded compensation under Section 3.4(d), 11.1, 11.5 or 11.6 or (iiid) any Loan Party Lender has not approved an amendment, waiver or other modification of this Agreement, if such amendment or waiver has been approved by the Majority Lenders and the consent of such Lender is required (in each case, an "Affected Lender"), then the Agent or the Borrower shall have the right to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting written demand on the Affected Lender (any such Lender, an “Affected Lender”), with a copy to the Borrower may substitute any Lender and, if reasonably acceptable in the case of a demand by the Agent or with a copy to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery Agent in the case of a written notice (a “Substitution Notice”) demand by the Borrower Borrower) to the Administrative Agent assign and the Affected Lender within a reasonable time shall assign, to one or more financial institutions that comply with the provisions of Section 13.8 hereof (in any case not the "Purchasing Lender" or "Purchasing Lenders") to exceed 90 days) following purchase the occurrence of any Advances of the events described Revolving Credit Loan and/or Swing Line of such Affected Lender (including, without limitation, its participating interests in clauses outstanding Swing Line Advances and Letters of Credit) and assume the commitment of the Affected Lender to extend credit under the Revolving Credit (including without limitation its obligation to purchase participations interest in Swing Line Advances and Letters of Credit) under this Agreement. The Affected Lender shall be obligated to sell its Advances of the Revolving Credit Loan and/or Swing Line Advances and assign its commitment to extend credit under the Revolving Credit (including without limitation its obligations to purchase participations in Swing Line Advances and Letters of Credit) to such Purchasing Lender or Purchasing Lenders within ten (10) days after receiving notice from the Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, the Borrower shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten (10) Business Days after such sale, (i) through (iv) above that the amount of any compensation which would be due to the Affected Lender under Section 11.1 if the Borrower intends to make such substitution; provided, however, that, if more than one had prepaid the outstanding Eurodollar-based Advances of the Affected Lender claims increased costs, illegality or right to payment arising from on the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(d), 11.5 and 11.6 to but excluding said date. Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lenders before Lender's commitment, and the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.Lender shall be released from its obligations hereunder to a

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower Company pursuant to Section 2.14(d) (Illegality), ) or Section 2.15 (Capital Adequacy) or (iii) any Loan Party Borrower is required to make any payment pursuant to Section 2.16 (Taxes) ), that is attributable to any Lender, or any Lender is a particular Non-Funding Lender, (b) in the case of subclause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Revolving Credit Lender Commitments are not subject to such increased costs or (iv) any Revolving Credit Lender becomes a Defaulting Lender illegality, payment or proceedings (any such Lender, an “"Affected Lender”), the Borrower Company may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clauses subclauses (ia)(i), (ii), (iii) through or (iv) above above) by the Company to the Administrative Agent and the Affected Lender that the Borrower Company intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Company within 30 days of each other, other then the Borrower Company may substitute all, but not (except to the extent the Borrower Company has already substituted one of such Affected Lenders before the BorrowerCompany’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (that, in any event, shall be conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Revolving Credit Commitment in the amount of such Affected Lender’s Revolving Credit Commitment assumed by it and such Revolving Credit Commitment of the Affected Lender shall be terminated, provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender. SECOND AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION ARTICLE III

Substitution of Lenders. (a) In the event that (a) (i) ----------------------- any Revolving Credit Lender makes a claim under Section 2.14(c) 2.14 (Increased Costsc) or 2.15 (Capital Adequacy)Section 2.15, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower Borrowers pursuant to Section 2.14(d) (Illegality), or (iii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Lender is a Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Revolving Credit Lender becomes a Defaulting Lender Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clauses (ia)(i), (ii), (iii) through or (iv)) above by the Borrowers to the Administrative Agent and the Affected Lender that the Borrower intends Borrowers intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 days of each other, other then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has Borrowers have already substituted one of such Affected Lenders before the Borrower’s Borrowers' receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a "Lender" hereunder for all purposes of this Agreement having a Revolving Credit Commitment (if applicable) in the amount of such Affected Lender's Revolving Credit Commitment assumed by it and such Revolving Credit Commitment (if applicable) of the Affected Lender shall be terminated, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Revolving Credit Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the sum of the Revolving Credit Commitments then outstanding are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.. FIRST LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY

Substitution of Lenders. If any Lender (aan "Affected Lender") (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01 or amounts pursuant to Section 3.06 or (ii) gives notice to Borrower that such Lender is unable to make or maintain a LIBOR Loan as a result of a condition described in Section 3.03 or clause (2) of Section 3.02, Borrower may, within ninety (90) days of receipt of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay Additional Costs or amounts pursuant to Section 3.06 or causing Section 3.03 or clause (2) of Section 3.02 to be applicable), as the case may be, give notice (a "Substitution Notice") to Administrative Agent and to each Lender of Borrower's intention either (x) to prepay in full the Affected Lender's Loan and to terminate the Affected Lender's entire Loan Commitment or (y) to replace the Affected Lender with another financial institution (a "Substitute Lender") designated in such Substitution Notice. In the event that Borrower opts to give the notice provided for in clause (ix) any Revolving Credit above, and if the Affected Lender makes a claim under Section 2.14(cshall not agree within thirty (30) (Increased Costs) days of its receipt thereof to waive the payment of the Additional Costs or 2.15 (Capital Adequacy), (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower amounts pursuant to Section 2.14(d3.06 in question or the effect of the circumstances described in Section 3.03 or clause (2) of Section 3.02, then, so long as no Event of Default shall exist, Borrower may terminate the Affected Lender's entire Loan Commitment, provided that in connection therewith it pays to the Affected Lender all outstanding principal and accrued and unpaid interest under the Affected Lender's Loan, together with all other amounts, if any, due from Borrower to the Affected Lender, including all amounts properly demanded and unreimbursed under this Article III. In the event Borrower opts to give the notice provided for in clause (Illegality)y) above, and if (iiiA) any Loan Party Administrative Agent shall, within thirty (30) days of its receipt of the Substitution Notice, notify Borrower and each Lender in writing that the proposed Substitute Lender is required reasonably satisfactory to make any Administrative Agent and (B) the Affected Lender shall not, prior to the end of such thirty (30)-day period, agree to waive the payment of the Additional Costs or amounts pursuant to Section 2.16 3.06 in question or the effect of the circumstances described in Section 3.03 or clause (Taxes2) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting Lender (any such Lenderof Section 3.02, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and then the Affected Lender within a reasonable time (in any case not shall, so long as no Event of Default shall exist, assign all of its rights and obligations under this Agreement and the Note to exceed 90 days) following the occurrence of any Substitute Lender, and the Substitute Lender shall assume all of the events described Affected Lender's rights and obligations, pursuant to an agreement, substantially in clauses the form of an Assignment and Assumption Agreement, executed by the Affected Lender and the Substitute Lender. In connection with such assignment and assumption, the Substitute Lender shall pay to the Affected Lender an amount equal to the outstanding principal amount under the Affected Lender's Loan plus all interest accrued thereon, plus all other amounts, if any (i) through (iv) above that other than the Borrower intends Additional Costs in question), then due and payable to make such substitutionthe Affected Lender; provided, however, thatthat prior to or simultaneously with any such assignment and assumption, if more than one Borrower shall have paid to such Affected Lender claims increased costs, illegality or right to all amounts properly demanded and unreimbursed under this Article III. Upon the effective date of such assignment and assumption and the payment arising from the same act or condition and such claims are received by the Borrower within 30 days Substitute Lender to Administrative Agent of each othera fee, then for Administrative Agent's own account, in the Borrower may substitute allamount of $3,500, but the Substitute Lender shall become a party to this Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the Affected Lender shall be released from its obligations hereunder, and no further consent or action by any party shall be required. If the Substitute Lender is not (except incorporated under the Laws of the United States or a state thereof, it shall, prior to the extent first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 10.13. Each Substitute Lender shall be deemed to have made the Borrower has already substituted one of representations contained in, and shall be bound by the provisions of, Section 10.13. Borrower, Administrative Agent and Lenders shall execute such Affected Lenders before modifications to the Borrower’s receipt of Loan Documents as shall be reasonably required in connection with and to effectuate the other Affected Lenders’ claim) less than all, Lenders making such claimsforegoing.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iiiC) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has have already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.

Substitution of Lenders. If (a) In the event that (i) any Lender has failed to fund its Revolving Credit Percentage of any Revolving Credit Lender makes Advance, or to fund a claim under Section 2.14(c) (Increased Costs) Revolving Credit Advance to repay a Swing Line Advance or 2.15 (Capital Adequacy)any Reimbursement Obligations, (iib) it becomes illegal for the obligation of any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower Eurodollar-based Advances has been suspended pursuant to Section 2.14(d11.3 or 11.4, (c) (Illegalityany Lender has demanded compensation under Section 3.4(c), 11.5 or 11.6 or (iiid) any Loan Party Lender has not approved an amendment, waiver or other modification of this Agreement, if such amendment or waiver has been approved by the Majority Lenders and the consent of such Lender is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting Lender (any such Lenderin each case, an “Affected Lender”), then the Agent or the Borrower may substitute any shall have the right to make written demand on the Affected Lender and, if reasonably acceptable (with a copy to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery Borrower in the case of a written notice (a “Substitution Notice”) demand by the Borrower Agent or with a copy to the Administrative Agent in the case of a demand by the Borrower) to assign and the Affected Lender within a reasonable time shall assign, to one or more financial institutions that comply with the provisions of Section 13.8 hereof (in any case not the “Purchasing Lender” or “Purchasing Lenders”) to exceed 90 days) following purchase the occurrence of any Advances of the events described Revolving Credit and the Swing Line, of such Affected Lender (including, without limitation, its participating interests in clauses outstanding Swing Line Advances and Letters of Credit) and assume the commitment of the Affected Lender to extend credit under the Revolving Credit (including without limitation its obligation to purchase participations interest in Swing Line Advances and Letters of Credit) under this Agreement. The Affected Lender shall be obligated to sell its Advances of the Revolving Credit and the Swing Line, and assign its commitment to extend credit under the Revolving Credit (including without limitation its obligations to purchase participations in Swing Line Advances and Letters of Credit) to such Purchasing Lender or Purchasing Lenders within ten (10) days after receiving notice from the Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, the Borrower shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten (10) Business Days after such sale, (i) through (iv) above that the amount of any compensation which would be due to the Affected Lender under Section 11.1 if the Borrower intends had prepaid the outstanding Eurodollar-based Advances of the Affected Lender on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.6 to make but excluding said date. Upon such substitution; providedsale, howeverthe Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, thatand the Affected Lender shall be released from its obligations hereunder to a corresponding extent (except with respect to Section 13.11 hereof). If any Purchasing Lender is not already one of the Lenders, if more than one Lender claims increased coststhe Affected Lender, illegality or right to payment arising from the same act or condition and as assignor, such claims are received by Purchasing Lender, as assignee, the Borrower within 30 days and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of each othera Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment. In connection with any assignment pursuant to this Section 13.12, then the Borrower may substitute all, but not (except or the Purchasing Lender shall pay to the extent Agent the Borrower has already substituted one of administrative fee for processing such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claimsassignment referred to in Section 13.8.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy)Section 2.15, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), or (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Revolving Credit Lender becomes is a Defaulting Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ claim' claims) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations) and such sale and purchase shall be recorded in the Register maintained by the Administrative Agent. Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a "Lender" hereunder for all purposes of this Agreement having a Commitment in the amount of such Affected Lender's Commitment assumed by it and such Commitments of the Affected Lender shall be terminated, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) 2.11 (Increased Costsc) or 2.15 (Capital Adequacy)Section 2.12, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality2.11(d), or (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.13 that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Revolving Credit Lender becomes is a Defaulting Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Term Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clauses (ia)(i), (ii), (iii) through or (iv)) above by the Borrower to the Agent and the Affected Lender that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not an existing Lender, reasonably acceptable to the Agent and acceptable to Government Guarantor; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.. In the event that the proposed substitute financial institution or other entity is acceptable to the

Substitution of Lenders. If (a) In the event that (ia)(i) any Revolving Credit Lender makes a claim under Section 2.14(c2.14(b)(ii) (Increased CostsInterest Rate Unascertainable, Inadequate or Unfair) or 2.15 (Capital Adequacy), (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower Borrowers pursuant to Section 2.14(d) (Illegality), (iii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Table of Contents Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 66 2/3% of the Commitments in the applicable Facility are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clauses (ia)(i), (ii), (iii) through or (iv) above above) by the Borrowers to the Administrative Agent and the Affected Lender that the Borrower intends Borrowers intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 days of each other, then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has Borrowers have already substituted one of such Affected Lenders before the Borrower’s Borrowers’ receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims. If the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations) and the provisions of Section 11.2 (Assignments and Participations) applicable to assignees thereunder shall apply to any assignee under this Section 2.17.

Substitution of Lenders. (a) (i) In the event that (iA) any Revolving Credit Lender makes a claim under Section 2.14(c2.13(c) (Increased Costs) or 2.15 Section 2.14 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d2.13(d) (Illegality), (iiiC) any Loan Party the Borrower or Holdings is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clauses (i)(A), (B) and (C) above, Lenders holding at least 75% of the Commitments are not subject to increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs2.13(c) or 2.15 (Capital Adequacy)Section 2.14, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Administrative Borrower pursuant to Section 2.14(d) (Illegality2.13(d), or (iii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) 2.15 that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Lender is a Non-Funding Lender, or (v) any Lender is a Rejecting Lender pursuant to Section 2.17, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Revolving Credit Lender becomes a Defaulting Lender Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Administrative Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clauses (ia)(i), (ii), (iii) through or (iv)) above by the Administrative Borrower to the Administrative Agent and the Affected Lender that the Administrative Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Administrative Borrower within 30 days of each other, other then the Administrative Borrower may substitute all, but not (except to the extent the Administrative Borrower has already substituted one of such Affected Lenders before the Administrative Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.16, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase at par, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Revolving Credit Commitment in the amount of such Affected Lender’s Revolving Credit Commitment assumed by it and such Revolving Credit Commitment of the Affected Lender shall be terminated, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(c2.15(c) (Increased Costs) or 2.15 Section 2.16 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the applicable Borrower pursuant to Section 2.14(d2.15(d) (Illegality), (iiiC) any a Loan Party is required to make any payment pursuant to Section 2.16 2.17 (Taxes) that is attributable to a particular Revolving Credit Lender or (ivD) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the Revolving Credit Commitments, Lenders holding at least 75% of the Term Loan Commitments, Lenders holding at least 75% of the Synthetic L/C Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower Borrowers may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (ii)(A), (B), (C) through or (ivD) above by the Borrowers to the Administrative Agent and the Affected Lender that the Borrower intends Borrowers intend to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower Borrowers within 30 days of each other, then the Borrower Borrowers may substitute all, but not (except to the extent the Borrower has Borrowers have already substituted one of such Affected Lenders before the Borrower’s Borrowers’ receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (ii)(A) any Revolving Credit Lender makes a claim under Section 2.14(cSections 2.13(e) (Increased Costs) or 2.15 2.14 (Capital Adequacy), (iiB) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate SOFR Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Parent Borrower pursuant to Section 2.14(d2.13(c) (IllegalityLaws Affecting SOFR Loan Availability), (iiiC) any Loan Party is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Revolving Credit Lender or Lender, (ivD) any Revolving Credit Lender becomes a Defaulting Lender, or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders (or all affected Lenders) and at least the Required Lenders have approved such amendment, waiver or other modification, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Required Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the Revolving Credit Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Parent Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Parent Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses clause (i) through (iv) above that the Parent Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Parent Borrower within 30 days of each other, then the Parent Borrower may substitute all, but not (except to the extent the Parent Execution Version Borrower has already substituted one of such Affected Lenders before the Parent Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. If (a) In the event that (i) any Lender has failed to fund its Revolving Credit Percentage of any Revolving Credit Lender makes Advance, or to fund a claim under Section 2.14(c) (Increased Costs) Revolving Credit Advance to repay a Swing Line Advance or 2.15 (Capital Adequacy)any Reimbursement Obligations, (iib) it becomes illegal for the obligation of any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower Eurocurrency-based Advances has been suspended pursuant to Section 2.14(d11.3 or 11.4, (c) (Illegalityany Lender has demanded compensation under Section 3.4(d), 11.5 or 11.6 or (iiid) any Loan Party Lender has not approved an amendment, waiver or other modification of this Agreement, if such amendment or waiver has been approved by the Required Lenders and the consent of such Lender is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting Lender (any such Lenderin each case, an “Affected Lender”), then Agent or the Borrower may substitute any Company shall have the right to make written demand on the Affected Lender and, if reasonably acceptable (with a copy to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery Company in the case of a written notice (demand by Agent or with a “Substitution Notice”) copy to Agent in the case of a demand by the Borrower Company) to the Administrative Agent assign and the Affected Lender within a reasonable time shall assign, to one or more financial institutions that comply with the provisions of Section 14.8 hereof (in any case not the “Purchasing Lender” or “Purchasing Lenders”) to exceed 90 days) following purchase the occurrence of any Advances of the events described Revolving Credit, the Term Loan and the Swing Line, as the case may be, of such Affected Lender (including, without limitation, its participating interests in clauses outstanding Swing Line Advances and Letters of Credit) and assume the commitment of the Affected Lender to extend credit under the Revolving Credit (including without limitation its obligation to purchase participation interests in Swing Line Advances and Letters of Credit) under this Agreement. The Affected Lender shall be obligated to sell its Advances of the Revolving Credit, the Term Loan and the Swing Line, as the case may be, and assign its commitment to extend credit under the Revolving Credit (including without limitation its obligations to purchase participation interests in Swing Line Advances and Letters of Credit) to such Purchasing Lender or Purchasing Lenders within ten (10) days after receiving notice from the Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, the Company shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten (10) Business Days after such sale, (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days amount of each other, then the Borrower may substitute all, but not (except any compensation which would be due to the extent Affected Lender under Section 11.1 if the Company or the applicable Permitted Borrower has had prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(c), 11.5, 11.6, 11.7, 11.6 and 11.7 to but excluding said date. Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already substituted one of the Lenders, the Affected Lender, as assignor, such Affected Lenders before Purchasing Lender, as assignee, the Borrower’s receipt Company and the Permitted Borrowers and Agent, shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Term Loan Percentage and a Revolving Credit Percentage equal to its ratable share of the other then applicable aggregate outstanding amount pursuant to the Term Loan and the Revolving Credit Aggregate Commitment of the Affected Lenders’ claim) less than allLender. In connection with any assignment pursuant to this Section 14.2, Lenders making the Company and the Permitted Borrower or the Purchasing Lender shall pay to Agent the administrative fee for processing such claimsassignment referred to in Section 14.8.

Substitution of Lenders. (a) In the event that (ia)(i) any Revolving Credit Lender (other than the Fronting Lender) or Tranche B Investor makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (ii) it becomes illegal for any Revolving Credit Lender (other than the Fronting Lender) to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender (other than the Fronting Lender) or Tranche B Investor, (iv) any Revolving Credit Lender (other than the Fronting Lender) becomes a Defaulting Non-Funding Lender or (v) any Tranche B Investor fails to make any payment it is required to make under any Tranche B CD, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender or Tranche B Investor under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the aggregate Commitments (considering, for purpose of this clause (c) that the Commitment of the Fronting Lender has been assigned to the Tranche B Investors in accordance with their Tranche B Ratable Portion) are not subject to such increased costs or illegality, payment or proceedings (any such LenderLender or Tranche B Investor, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv) above) by the Borrower to the Administrative Agent and the Affected Lender within (and, if such Affected Lender is a reasonable time (in any case not to exceed 90 daysTranche B Investor, the Fronting Lender) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution, which substitute financial institution (x) must be an Eligible Assignee, (y) if not a Lender, must be reasonably acceptable to the Administrative Agent and (z) if such Affected Lender is a Tranche B Investor, must be eligible under any Tranche B CD to receive an assignment of such Affected Lender's interest therein; provided, however, that, if more than one Lender or Tranche B Investor claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders and Tranche B Investors making such claims. In the event that the proposed substitute financial institution or other entity meets the conditions set forth in clauses (x) through (z) above and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, (and, if such Affected Lender is a Tranche B Investor, the Fronting Lender shall execute all documents necessary to effect such sale and substitution) all rights and claims of such Affected Lender under the Loan Documents (or, as the case may be, the Tranche B Documents), and such substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents or, as the case may be, Tranche B Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). If such Affected Lender is a Lender hereunder, upon the effectiveness of such sale, purchase and assumption (that, in any event shall be conditioned upon the payment in full by the Borrower in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date to such Affected Lender), the substitute financial institution or other entity shall become a "Lender" hereunder for all purposes of this Agreement having a Commitment (if applicable) in the amount of such Affected Lender's Commitment assumed by it and such Commitment (if applicable) of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents and the Tranche B Documents shall continue in favor of such Affected Lender. If such Affected Lender is a Lender hereunder, it shall execute an Assignment and Acceptance to evidence such transfer; provided, however, that the failure of the Affected Lender to execute such Assignment and Acceptance shall not invalidate such assignment, and such Assignment and Acceptance shall be deemed to be executed upon receipt by such Affected Lender of such payment in full.

Substitution of Lenders. (a) In the event that (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iii) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting Non-Funding Lender (any such Lender, an “"Affected Lender”), ") the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “"Substitute Institution”") for such Affected Lender hereunder, after delivery of a written notice (a “"Substitution Notice”") by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses this clause (ia) through (iv) above that the Borrower intends to make such substitution; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims.

Substitution of Lenders. If (a) the obligation of any Lender to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (b) any Lender has demanded compensation under Section 3.4(c), 11.1, 11.5 or 11.6 (in each case, an "Affected Lender"), then the Borrowers shall have the right (subject to Section 13.8 hereof), with the assistance of the Agent, to seek a substitute Lender or Lenders (which may be one or more of the Lenders (the "Purchasing Lender" or "Purchasing Lenders") to purchase the Advances of the Revolving Credit and assume the commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Lender. The Affected Lender shall be obligated to sell its Advances of the Revolving Credit and assign its commitments to such Purchasing Lender or Purchasing Lenders within fifteen days after receiving notice from Borrowers requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale and any other amounts owed to the Affected Lender under any Loan Document. In connection with any such sale, and as a condition thereof, Borrowers shall pay to the event that Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten Business Days after such sale, (i) the amount of any Revolving Credit compensation which would be due to the Affected Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), 11.1 if the applicable Borrower has prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such sale and (ii) it becomes illegal any additional compensation accrued for any Revolving Credit Lender to continue to fund or make any Eurocurrency Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegalityits account under Sections 3.4(c), (iii) any Loan Party is required 11.5 and 11.6 to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit but excluding said date. Upon such sale, the Purchasing Lender or (iv) any Revolving Credit Lender becomes a Defaulting Lender (any such Lender, an “Purchasing Lenders shall assume the Affected Lender”)'s commitment, the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within shall be released from its obligations hereunder to a reasonable time (in corresponding extent. If any case Purchasing Lender is not to exceed 90 days) following the occurrence of any already one of the events described in clauses (i) through (iv) above that Lenders, the Borrower intends Affected Lender, as assignor, such Purchasing Lender, as assignee, Holdings and the Agent, shall enter into an Assignment Agreement pursuant to make Section 13.8 hereof, whereupon such substitution; providedPurchasing Lender shall be a Lender party to this Agreement, howevershall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment. In connection with any assignment pursuant to this Section 11.7, that, if more than one the Borrowers or the Purchasing Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except shall pay to the extent Agent the Borrower has already substituted one of administrative fee for processing such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claimsassignment referred to in Section 13.8.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) 2.14 (Increased Costsc) or 2.15 (Capital Adequacy)Section 2.15, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), or (iii) any Loan Party is the Borrower are required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Lender is a Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Revolving Credit Lender becomes a Defaulting Lender Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s ’ receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Revolving Credit Commitment (if applicable) in the amount of such Affected Lender’s Revolving Credit Commitment assumed by it and such Revolving Credit Commitment (if applicable) of the Affected Lender shall be terminated, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs2.13(c) or 2.15 (Capital Adequacy)Section 2.14, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Administrative Borrower pursuant to Section 2.14(d) (Illegality2.13(d), or (iii) any Loan Party is the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) 2.15 that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Revolving Credit Lender becomes is a Defaulting Non-Funding Lender, and (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Term Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement (any such Lender, an “Affected Lender”), the Administrative Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clauses clause (ia)) through (iv) above by the Administrative Borrower to the Administrative Agent and the Affected Lender that the Administrative Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Administrative Borrower within 30 days of each other, then the Administrative Borrower may substitute all, but not (except to the extent the Administrative Borrower has already substituted one of such Affected Lenders before the Administrative Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.16, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase at par, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of the Term Loan Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrowers to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement holding Term Loans in the aggregate principal amount of such Affected Lender’s Term Loans assumed by it and such Term Loans of the Affected Lender shall be repaid, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d2.14(c) (Illegality), ) or (iii) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting Lender (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iviii) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (a) (i) any Revolving Credit Lender makes a claim under Section 2.14(c) 2.13 (Increased Costsc) or 2.15 (Capital Adequacy)Section 2.14, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality2.13(d), or (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.15 that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Revolving Credit Lender becomes is a Defaulting Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"Affected Lender”"), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute (with one or more substitute Lenders) all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims. In the event that the written notice was properly issued under this Section 2.16, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a "Lender" hereunder for all purposes of this Agreement having a Revolving Credit Commitment and Term A Loan Commitment (if applicable) in the amount of such Affected Lender's Revolving Credit Commitment and Term A Loan Commitment assumed by it and such Revolving Credit Commitment and Term A Loan Commitment (if applicable) of the Affected Lender shall be terminated, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Substitution of Lenders. (a) In the event that (i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), (iii) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender or (iv) any Revolving Credit Lender becomes a Defaulting Lender (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION the events described in clauses (i) through (iv) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

Substitution of Lenders. (a) In the event that (ia)(i) any Revolving Credit Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy)Section 2.15, or (ii) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurocurrency Eurodollar Rate Loan or EURIBOR Rate Loans and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.14(d) (Illegality), or (iii) any Loan Party the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Revolving Credit Lender any Lender, or (iv) any Lender is a Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) except with respect to clause (a)(iii) above, Lenders holding at least 75% of the sum of the Revolving Credit Lender becomes a Defaulting Lender Commitments and the principal amount of the Term Loans then outstanding are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “‘‘Affected Lender”’’), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) another financial institution for such Affected Lender hereunder, after delivery of a upon reasonable prior written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender which written notice must be given within a reasonable time (in any case not to exceed 90 days) days following the occurrence of any of the events described in clauses (ia)(i), (ii), (iii) through or (iv) above by the Borrower to the applicable Administrative Agent and the Affected Lender that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the applicable Administrative Agent; provided, however, that, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claimclaims) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the applicable Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations) and such sale and purchase shall be recorded in the Register maintained by the applicable Administrative Agent. Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a ‘‘Lender’’ hereunder for all purposes of this Agreement having a Commitment in the amount of such Affected Lender’s Commitment assumed by it and such Commitments of the Affected Lender shall be terminated, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.