Common use of Substitution of Lenders Clause in Contracts

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 (Increased Costs) or 2.15 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality), (C) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all 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 aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan in an outstanding principal amount equal to such Affected Lender’s Loan assumed by it; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d2.14(d) (Illegality), (C) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, Lender or (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (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 Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (Bi)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans 's Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability)8.5, do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Commitment assumed by itit 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.the

Substitution of Lenders. (a) In the event that (i)(Aa) (i) ----------------------- any Lender makes a claim under Sections Section 2.14 (Increased Costsc) or 2.15 Section 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower Borrowers pursuant to Section 2.13(d) (Illegality2.14(d), or (Ciii) the Borrower is Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans Revolving Credit 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 clause clauses (ia)(i), (ii), (iii) above or (iv)) 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. (b) If . In the Substitution Notice 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, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans 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 (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment (if applicable) in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment assumed by it; providedit and such Revolving Credit Commitment (if applicable) of the Affected Lender shall be terminated, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa)(i) any Lender makes a claim under Sections 2.14 (Increased CostsSection 2.14(c) or 2.15 Section 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality2.14(d), or (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of except with respect to clause (i)(A), (B) and (Ca)(iii) above, Lenders holding at least 75% of the aggregate outstanding principal balance sum of the Revolving Credit 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 clause clauses (ia)(i), (ii), (iii) above or (iv) 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. (b) If . In the Substitution Notice 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, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such ) and such sale and purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the applicable Administrative Agent Agent. Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “‘‘Lender” ’’ hereunder for all purposes of this Agreement having a Loan Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan Commitment assumed by it; providedit and such Commitments of the Affected Lender shall be terminated, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d2.14(d) (Illegality), (C) the Borrower any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, Lender or (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationDefaulting 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 Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (Bi)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause (i) 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 receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims. (b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability)11.5, do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of Revolving Credit Outstandings, the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan Commitment assumed by itit 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar External Rate Loan and such Lender notifies the Borrower Company pursuant to Section 2.13(d2.14(d) (Illegality), (C) the Borrower any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, Lender or (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (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 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 aggregate outstanding principal balance Revolving Credit Commitments and Lenders holding at least 75% of the Term Loans 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 clause (i) 91 CREDIT AGREEMENT SWIFT & COMPANY 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. (b) If the Substitution Notice was properly issued under this Section 2.17, (x) the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents (other than, except as provided below, the Australian Dollar Sublimit of such Affected Lender then in effect) and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans 's Revolving Credit Commitments, and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant other than exemplary or punitive damages, to Section 10.5 the extent permitted by applicable law) in respect of any such unperformed obligations and other than, except as provided below, in respect of the Australian Dollar Sublimit (Limitation if any) of Liability), do not include the Affected Lender) and (y) the Affected Lender shall be relieved of the Affected Lender's Australian Dollar Sublimit and all other prior unperformed obligations of the Affected Lender relating thereto 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 purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of the payment in full in cash of any Obligation owing to it (including its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to itRevolving Credit Outstandings), (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower Company whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “"Lender” " hereunder for all purposes of this Agreement and, if applicable, having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment assumed by itit (and, to the extent expressly assumed by such Substitute Institution and to the extent such Substitute Institution shall be (after becoming a Revolving Credit Lender) an Australian Dollar Lender hereunder, an Australian Dollar Sublimit in the amount of such Affected Lender's Australian Dollar Sublimit then in effect) and such Revolving Credit Commitment and the Australian Dollar Sublimit 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 with respect to the period prior to the time was an Australian Dollar Lender and the Substitute Institution replaces does not assume the Australian Dollar Sublimit of the Affected Lender., the Affected Lender's Australian Dollar Ratable Portion of the Australian Dollar Outstandings shall be replaced by, in accordance with Section 2.11(d) (Conversion and Continuation), Base Rate Loans made in Dollars as provided in Section 2.11 (Conversion and Continuation) and the proceeds of the Revolving Dollar Loans made to effect such conversion shall be given in their entirety to the Affected Lender and not, as may be otherwise provided hereunder, to the Australian Dollar Lenders according to their Australian Dollar Ratable Portions. CREDIT AGREEMENT SWIFT & COMPANY (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d2.14(d) (Illegality), (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, Lender or (Div) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If . In the Substitution Notice 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, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans 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 (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event, shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment assumed by itit 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar External Rate Loan and such Lender notifies the Borrower Company pursuant to Section 2.13(d2.14(d) (Illegality), (C) the Borrower any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, Lender or (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (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 Requisite Lenders under this Agreement and (iii) in the case of clause clauses (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance Revolving Credit Commitments (or, after the termination of the Loans 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 clause (i) 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 (b) If the Substitution Notice was properly issued under this Section 2.17, (x) the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents (other than, except as provided below, the Australian Dollar Sublimit of such Affected Lender then in effect) and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans 's Revolving Credit Commitments, and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant other than exemplary or punitive damages, to Section 10.5 the extent permitted by applicable law) in respect of any such unperformed obligations and other than, except as provided below, in respect of the Australian Dollar Sublimit (Limitation if any) of Liability), do not include the Affected Lender) and (y) the Affected Lender shall be relieved of the Affected Lender's Australian Dollar Sublimit and all other prior unperformed obligations of the Affected Lender relating thereto 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 purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of the payment in full in cash of any Obligation owing to it (including its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to itRevolving Credit Outstandings), (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower Company whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “"Lender” " hereunder for all purposes of this Agreement and, if applicable, having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment assumed by itit (and, to the extent expressly assumed by such Substitute Institution and to the extent such Substitute Institution shall be (after becoming a Revolving Credit Lender) an Australian Dollar Lender hereunder, an Australian Dollar Sublimit in the amount of such Affected Lender's Australian Dollar Sublimit then in effect) and such Revolving Credit Commitment and the Australian Dollar Sublimit 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 with respect to the period prior to the time was an Australian Dollar Lender and the Substitute Institution replaces does not assume the Australian Dollar Sublimit of the Affected Lender, the Affected Lender's Australian Dollar Ratable Portion of the Australian Dollar Outstandings shall be replaced by, in accordance with Section 2.11(d) (Conversion and Continuation), Base Rate Loans made in Dollars as provided in Section 2.11 (Conversion and Continuation) and the proceeds of the Revolving Dollar Loans made to effect such conversion shall be given in their entirety to the Affected Lender and not, as may be otherwise provided hereunder, to the Australian Dollar Lenders according to their Australian Dollar Ratable Portions. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Revolving Credit Note (if such Loans are evidenced by a Revolving Credit Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.. AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY

Substitution of Lenders. (ai) In the event that (i)(AA) any Lender makes a claim under Sections 2.14 Section 2.13(c) (Increased Costs) or 2.15 Section 2.14 (Capital Adequacy), (B) it becomes illegal for any Lender to AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality), (C) the Borrower or Holdings is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Lender, Lender or (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (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 Requisite Lenders under this Agreement and (iii) in the case of clause clauses (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If the Substitution Notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans 's Revolving Credit Commitments, if any, and Delayed Draw Term Loan Commitments, if any, and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 11.5 (Limitation of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, Outstandings together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment, if any, assumed by it; it and such Revolving Credit Commitment of the Affected Lender shall be terminated and having a Delayed Draw Term Commitment in the amount of such Affected Lender's Delayed Draw Term Commitment, if any, assumed by it and such Delayed Draw Term 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.172.16, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa)(i) any Lender makes a claim under Sections 2.14 (Increased Costs) Section 2.10 or 2.15 (Capital Adequacy)2.12, (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality)2.1, (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.14 that is attributable to a particular any Lender, or (Div) any 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 Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationtype described in Subsection 8.1(e), (iib) in the case of clause (i)(Aa)(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 Required Majority Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause clauses (ia)(i), (ii), (iii) above or (iv)) 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. (b) If . In the Substitution Notice event that the proposed substitute financial institution is reasonably acceptable to the Agent and the written notice was properly issued under this Section 2.172.19, the Affected Lender shall sell, sell and the Substitute Institution 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 Institution substitute financial institution shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans of its Commitment and all other prior theretofore unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Commitment assumed by it; providedit and such Commitment of the Affected Lender shall be terminated, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 Section 2.15(c) (Increased Costs) or 2.15 Section 2.16 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan and such Lender notifies the U.S. Borrower pursuant to Section 2.13(d2.15(d) (Illegality), (C) the any Borrower is required to make any payment pursuant to Section 2.16 2.17 (Taxes) that is attributable to a particular Lender, Lender or (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (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 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 aggregate outstanding principal balance Revolving Credit Commitments and Lenders holding at least 75% of the Loans 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 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 clause clauses (ii)(A), (B), (C) or (D) 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.. AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION (b) If the Substitution Notice was properly issued under this Section 2.172.18, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans Revolving Credit Commitments, Stand-Alone Letter of Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of Revolving Credit Outstandings, the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the U.S. Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan Commitments in an outstanding principal the amount equal to of such Affected Lender’s Loan Commitments assumed by itit and such Commitments of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.172.18, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa)(i) any Lender makes a claim under Sections 2.14 (Increased Costs) Section 2.10 or 2.15 (Capital Adequacy)2.12, (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality)2.1, (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.14 that is attributable to a particular any Lender, or (Div) any 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 Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationtype described in Subsection 8.1(e), (iib) in the case of clause (i)(Aa)(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 Required Majority Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “"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 clause clauses (ia)(i), (ii), (iii) above or (iv)) 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. (b) If . In the Substitution Notice event that the proposed substitute financial institution is reasonably acceptable to the Agent and the written notice was properly issued under this Section 2.172.19, the Affected Lender shall sell, sell and the Substitute Institution 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 Institution substitute financial institution shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans of its Commitment and all other prior theretofore unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Commitment assumed by it; providedit and such Commitment of the Affected Lender shall be terminated, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d2.14(d) (Illegality), (C) the Borrower any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, Lender or (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (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 Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (Bi)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance amount of the Commitments and the outstanding Term Loans 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 clause (i) 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. (b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 11.5 (Limitation Limitations of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of Revolving Credit Outstandings, the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan Commitment and holding outstanding Term Loans in an outstanding principal the amount equal to of such Affected Lender’s Loan Commitment and outstanding Term Loans assumed by itit and such Commitment and outstanding Term Loans of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower Company pursuant to Section 2.13(d2.14(d) (Illegality), ) or Section 2.15 (CCapital Adequacy) the or (iii) any Borrower is required to make any payment pursuant to Section 2.16 (Taxes) ), that is attributable to a particular any Lender, (D) or any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause subclause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans Revolving Credit Commitments are not subject to such increased costs or 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 clause subclauses (ia)(i), (ii), (iii) above or (iv) 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. (b) If . In the Substitution Notice 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, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans 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 (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event, shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment assumed by it; providedit and such Revolving Credit Commitment of the Affected Lender shall be terminated, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), or (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d2.14(d) (Illegality), or (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 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 clause (i) 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. (b) If . In the Substitution Notice 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, sell and the Substitute Institution substitute financial institution or other entity shall purchasepurchase at par, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans 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 (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment assumed by it; providedit and such Revolving Credit Commitment of the Affected Lender shall be terminated, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 2.13(c) (Increased Costs) or 2.15 2.14 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Parent Borrower pursuant to Section 2.13(d) (Illegality), (C) the Borrower any Loan Party is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Lender, Lender or (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (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), (Bi)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If the Substitution Notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the LoansRevolving Credit Outstandings, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Parent Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan Revolving Credit Commitment assumed by itit 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender.. Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 ----- (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.172.16, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Revolving Credit Note (if such Loans are evidenced by a Revolving Credit Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections Section 2.14 (Increased Costsc) or 2.15 Section 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality2.14(d), or (Ciii) the Borrower is are required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 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 clause (i) 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. (b) If . In the Substitution Notice 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, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans 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 (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment (if applicable) in an outstanding principal the amount equal to of such Affected Lender’s Loan Revolving Credit Commitment assumed by it; providedit and such Revolving Credit Commitment (if applicable) of the Affected Lender shall be terminated, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(A) any Revolving Credit Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (B) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurodollar Rate Loan and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.13(d2.14(d) (Illegality), (C) the Borrower any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, Revolving Credit Lender or (D) any Revolving Credit Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (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 Required 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 aggregate outstanding principal balance sum of the Loans 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 clause (i) 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 (b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents Documents, and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans 's Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which which, pursuant to Section 10.5 11.5 (Limitation of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the LoansRevolving Credit Outstandings, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment assumed by itit 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Revolving Credit Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Revolving Credit Note (if such Loans are evidenced by a Revolving Credit Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections Section 2.14 (Increased Costsc) or 2.15 Section 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality2.14(d), or (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 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 clause (i) 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. (b) If . In the Substitution Notice 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, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans 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 (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment assumed by it; providedit and such Revolving Credit Commitment of the Affected Lender shall be terminated, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 Section 2.13 (Increased Costsc) or 2.15 Section 2.14, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality), or (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.15 that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If . In the Substitution Notice event that the written notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution 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 an outstanding principal the amount equal to of such Affected Lender’s 's Revolving Credit Commitment and Term A Loan Commitment assumed by it; providedit and such Revolving Credit Commitment and Term A Loan Commitment (if applicable) of the Affected Lender shall be terminated, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower Company pursuant to Section 2.13(d2.14(d) (Illegality), ) or Section 2.15 (CCapital Adequacy) the or (iii) any Borrower is required to make any payment pursuant to Section 2.16 (Taxes) ), that is attributable to a particular any Lender, (D) or any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause subclause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans Revolving Credit Commitments are not subject to such increased costs or 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 clause subclauses (ia)(i), (ii), (iii) above or (iv) 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. (b) If . In the Substitution Notice 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, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans 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 (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event, shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan Revolving Credit Commitment assumed by it; 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa)(i) any Lender makes a claim under Sections 2.14 (Increased Costs) Section 2.10 or 2.15 (Capital Adequacy)2.12, (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality)2.1, (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.14 that is attributable to a particular any Lender, or (Div) any 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 Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationtype described in Subsection 8.1(e), (iib) in the case of clause (i)(Aa)(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 Required Majority Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause clauses (ia)(i), (ii), (iii) above or (iv)) 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. (b) If . In the Substitution Notice event that the proposed substitute financial institution is reasonably acceptable to the Agent and the written notice was properly issued under this Section 2.172.19, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan in an outstanding principal amount equal to such Affected Lender’s Loan assumed by it; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.shall

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased CostsSpecial Provisions Governing Eurodollar Rate Loans) or 2.15 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d2.14(d) (IllegalitySpecial Provisions Governing Eurodollar Rate Loans), (C) the Borrower any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, Lender or (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationDefaulting 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 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 aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later latest of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Revolving Credit Outstandings and Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan Commitment assumed by itit 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid. The Substitute Institution shall pay any applicable recordation or processing fees set forth in Section 11.2(b) (Assignments and Participations) in connection with such assignment pursuant to this clause (c).

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 (Increased CostsSection 2.14(c) or 2.15 Section 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar LIBO Rate Loan or Revolving Euro Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality2.14(d), or (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause (i) 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; 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. (b) If . In the Substitution Notice 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, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “Lender” "LENDER" hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment (if applicable) in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment assumed by it; providedit and such Revolving Credit Commitment (if applicable) of the Affected Lender shall be terminated, howeverPROVIDED, HOWEVER, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 (Increased CostsSection 2.15(c) or 2.15 (Capital AdequacySection 2.16(a), or (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan and such Lender notifies the Borrower Borrowers pursuant to Section 2.13(d) (Illegality2.15(d), or (Ciii) the Borrower is Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) 2.17 that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause clauses (ia)(i), (ii), (iii) above or (iv)) 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. (b) If . In the Substitution Notice 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 2.172.19, the Affected Lender shall sell, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment (if applicable) in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment assumed by it; providedit and such Revolving Credit Commitment (if applicable) of the Affected Lender shall be terminated, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 (Increased CostsSection 2.12(c) or 2.15 Section 2.13, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Administrative Borrower pursuant to Section 2.13(d) (Illegality2.12(d), or (Ciii) the Borrower is Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) 2.14 that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans Revolving Credit 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 clause (ia)(i), (ii), (iii) above or (iv)) 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. (b) If . In the Substitution Notice 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 2.172.15, the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchasepurchase at par, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, of the Affected Lender’s Loans Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan Revolving Credit Commitment assumed by it; providedit and such Revolving Credit Commitment of the Affected Lender shall be terminated, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(A) any Revolving Credit Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (B) it becomes illegal for any Revolving Credit Lender to continue to fund or make any Eurodollar Rate Loan and such Revolving Credit Lender notifies the Borrower pursuant to Section 2.13(d2.14(d) (Illegality), (C) the Borrower any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, Revolving Credit Lender or (D) any Revolving Credit Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (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 Required 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 aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents Documents, and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans 's Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which which, pursuant to Section 10.5 11.5 (Limitation of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the LoansRevolving Credit Outstandings, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment assumed by itit 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Revolving Credit Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Revolving Credit Note (if such Loans are evidenced by a Revolving Credit Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid. (d) Each Lender agrees that, upon the occurrence of any event giving rise to the application of Section 2.14 or 2.15 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts to designate another lending office for any Loans affected by such event with the object of reducing or avoiding the consequences of such event; provided, that such designation is made on terms that, in the judgment of such Lender, causes such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage.

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan and such Lender notifies the Borrower Company pursuant to Section 2.13(d2.14(d) (Illegality), (C) the Borrower any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, (D) any Multicurrency Revolving Lender deems any currency unavailable after a Multicurrency Revolving Credit Borrowing has been requested to be denominated in such currency or (E) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (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 Requisite Lenders under this Agreement and Agreement, (iii) in the case of clause (i)(A)i)(D) above, Multicurrency Revolving Lenders holding at least 75% of the Multicurrency Revolving Credit Commitments deem such currency available with respect to such proposed Multicurrency Revolving Credit Borrowing and (Biv) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower Company may at its sole expense 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 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 clause (i) 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 BorrowerCompany’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims. (b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims Credit Agreement Affiliated Computer Services, Inc. of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability)11.5, do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of Revolving Credit Outstandings, the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower Company whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan Commitment assumed by itit 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 Section 2.15(c) (Increased Costs) or 2.15 Section 2.16 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d2.15(d) (Illegality), (C) the Borrower is required to make any payment pursuant to Section 2.16 2.17 (Taxes) that is attributable to a particular Lender, Lender or (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (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 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 aggregate outstanding principal balance Revolving Credit Commitments and Lenders holding at least 75% of the Loans 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 clause clauses (ii)(A), (B), (C) or (D) 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. (b) If the Substitution Notice was properly issued under this Section 2.172.18, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans 's Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of a payment in an amount equal to its Ratable Portion of the aggregate outstanding principal balance of Revolving Credit Outstandings and the applicable Term Loans, together with any other Obligations owing to it, (ii) the receipt by the applicable Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Commitment assumed by itit 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.172.18, it shall execute and deliver to the applicable Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 (Increased Section 2.15(c)(Increased Costs) or 2.15 Section 2.16 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan and such Lender notifies the U.S. Borrower pursuant to Section 2.13(d2.15(d) (Illegality), (C) the any Borrower is required to make any payment pursuant to Section 2.16 2.17 (Taxes) that is attributable to a particular Lender, Lender or (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (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 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 aggregate outstanding principal balance Revolving Credit Commitments and Lenders holding at least 75% of the Loans 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 clause clauses (ii)(A), (B), (C) or (D) 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 (b) If the Substitution Notice was properly issued under this Section 2.172.18, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of Revolving Credit Outstandings, the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the U.S. Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan Commitments in an outstanding principal the amount equal to of such Affected Lender’s Loan Commitments assumed by itit and such Commitments of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.172.18, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa)(i) any Lender makes a claim under Sections 2.14 (Increased CostsSection 2.15(c) or 2.15 (d) (Special Provisions Governing Eurodollar Rate Loans) or Section 2.16 (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d2.15(e) (IllegalitySpecial Provisions Governing Eurodollar Rate Loans), (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 2.17 (Taxes) that is attributable to a particular Lender, any Lender or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of sub-clause (i)(Ai) 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 Revolving Loans materially exceeds the effective average annual rate of interest payable to the Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least seventy-five percent (75% %) of the aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If . In the Substitution Notice 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 2.172.18, the Affected Lender shall sell, and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved ofof such Commitments, the Affected Lender’s Loans and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable lawRequirement of Law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, fees unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other Person shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Commitment assumed by itit and being bound by all of the terms hereof, including, without limitation, Section 12.9 (Special Provisions Relating to a Borrower's Plan) 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 (Increased CostsSection 2.15(c) or 2.15 (Capital AdequacySection 2.16(a), or (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan and such Lender notifies the Borrower Borrowers pursuant to Section 2.13(d) (Illegality2.15(d), or (Ciii) the Borrower is Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) 2.17 that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause clauses (ia)(i), (ii), (iii) above or (iv)) 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. (b) If . In the Substitution Notice 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 2.172.19, the Affected Lender shall sell, sell and the Substitute Institution 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 Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan in an outstanding principal amount equal to such Affected Lender’s Loan assumed by it; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.under

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 2.13(e) (Increased Costs) or 2.15 2.14 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate SOFR Loan and such Lender notifies the Parent Borrower pursuant to Section 2.13(d2.13(c) (IllegalityLaws Affecting SOFR Loan Availability), (C) the Borrower any Loan Party is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Lender, (D) any Lender becomes a Non-Funding Lender 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), (Bi)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If the Substitution Notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the LoansRevolving Credit Outstandings, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Parent Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan Revolving Credit Commitment assumed by itit 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 with respect to the period prior to the time that the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.172.16, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 Section 2.15(c) (Increased Costs) or 2.15 Section 2.16 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan and such Lender notifies the applicable Borrower pursuant to Section 2.13(d2.15(d) (Illegality), (C) the Borrower a Loan Party is required to make any payment pursuant to Section 2.16 2.17 (Taxes) that is attributable to a particular Lender, Lender or (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (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 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 aggregate outstanding principal balance Revolving Credit Commitments, Lenders holding at least 75% of the Loans 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 clause clauses (ii)(A), (B), (C) or (D) 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. (b) If the Substitution Notice was properly issued under this Section 2.172.18, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans Revolving Credit Commitments, Synthetic L/C Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of a payment in an amount equal to its Ratable Portion of the aggregate outstanding principal balance of Revolving Credit Outstandings, the LoansTerm Loans and Synthetic L/C Exposure, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower Borrowers whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan Commitment assumed by itit 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender.. Credit Agreement HLI Operating Company, Inc. Hxxxx Lemmerz Finance LLC — Luxembourg S.C.A. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.172.18, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d2.14(d) (Illegality), (C) the Borrower any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, Lender or (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (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 Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (Bi)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability)11.5, do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be Credit Agreement Orbital Sciences Corporation effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the LoansRevolving Credit Outstandings, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan Commitment assumed by itit 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa)(i) any Lender makes a claim under Sections 2.14 (Increased CostsSection 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) or Section 2.15 (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d2.14(e) (IllegalitySpecial Provisions Governing Eurodollar Rate Loans), (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, any Lender or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of sub-clause (i)(Ai) 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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least seventy-five percent (75% %) of the aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If . In the Substitution Notice 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 Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved ofof such Commitments, the Affected Lender’s Loans and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable lawRequirement of Law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, fees unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other Person shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Commitment assumed by itit 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.. NATIONAL STEEL CORPORATION CREDIT AGREEMENT

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections Section 2.14 (Increased Costsc) or 2.15 Section 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality2.14(d), or (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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”) 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 clause clauses (ia)(i), (ii), (iii) above or (iv)) 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. (b) If . In the Substitution Notice 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, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans 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 (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment assumed by it; providedit and such Revolving Credit Commitment of the Affected Lender shall be terminated, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 (Increased CostsSection 2.14(c) or 2.15 Section 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar LIBO Rate Loan or Revolving Euro Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality2.14(d), or (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If . In the Substitution Notice 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, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment (if applicable) in an outstanding principal the amount equal to of such Affected Lender’s Loan Revolving Credit Commitment assumed by it; 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that: (i) (A) the Borrower is required to make any payment pursuant to Section 3.01 (Taxes) that (i)(A) any Lender makes is attributable to a claim under Sections 2.14 (Increased Costs) or 2.15 (Capital Adequacy)particular Lender, (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) 3.02 (Illegality), (C) the Borrower is required to make any payment pursuant to Lender makes a claim under Section 2.16 3.04 (TaxesIncreased Costs and Reduced Return; Capital Adequacy) that is attributable to a particular Lender, or (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modification, Defaulting Lender, (ii) in the case of clause (i)(Ai)(C) 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 Agreement, and (iii) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 ninety (90) days) following the occurrence of any of the events described in clause (ii)(A), (B), (C) or (D) above by the Borrower to the Administrative Agent and the Affected Lender that the Borrower intends to make such substitution; provided, however, that, in the case of any Affected Lender, if more than one such 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, such Lenders making such claims. (b) If the Substitution Notice was properly issued under this Section 2.173.07, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations; provided, that in no event shall such Affected Lender be liable for any exemplary or punitive damages to the extent permitted by applicable Law). Such purchase and sale (and the corresponding assignment of all rights and claims hereunderunder this Agreement) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance Pro Rata Share of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance reasonably satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof of this Agreement and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Commitment, in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Commitment assumed by itit 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 in accordance with respect to the period prior to the time the Substitute Institution replaces the Affected Lenderterms of this Agreement. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.173.07, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance Assumption to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and AcceptanceAssumption; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance Assumption shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 (Increased Costs) Section 2.11 or 2.15 (Capital Adequacy)2.13, (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality)2.12, (Ciii) the Borrower Company is required to make any payment pursuant to Section 2.16 (Taxes) 2.15 that is attributable to a particular any Lender, or (Div) any 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 Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationtype described in Subsection 8.1(f), (iib) in the case of clause (i)(Aa)(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 Required Majority Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans Commitments are not subject to such increased costs or 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 clause clauses (ia)(i), (ii), (iii) above or (iv)) by the Company to the Administrative Agent and the Affected Lender that the Borrower Company intends to make such substitution; provided, howeverwhich substitute financial institution must be an Eligible Assignee and, thatif not a Lender, reasonably acceptable to the Administrative 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 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. (b) If . In the Substitution Notice event that the proposed substitute financial institution is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.172.18, the Affected Lender shall sell, sell and the Substitute Institution 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 Institution substitute financial institution shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans of its Commitments and all other prior theretofore unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) conditioned upon the payment in full by the relevant Borrowers to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment assumed by it; providedit and such Revolving Credit Commitment of the Affected Lender shall be terminated, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 (Increased CostsSection 2.14(c) or 2.15 Section 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality2.14(d), or (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If . In the Substitution Notice 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, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such ) and such sale and purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent Agent. Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Commitment assumed by it; providedit and such Commitments of the Affected Lender shall be terminated, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 SECTION 2.12 (Increased CostsC) or 2.15 SECTION 2.13, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (IllegalitySECTION 2.12(D), or (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) SECTION 2.14 that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If . In the Substitution Notice event that the written notice was properly issued under this Section 2.17SECTION 2.15, the Affected Lender shall sell, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “Lender” "LENDER" hereunder for all purposes of this Agreement having a Revolving Credit Commitment and Term A Loan Commitment (if applicable) in an outstanding principal the amount equal to of such Affected Lender’s 's Revolving Credit Commitment and Term A Loan Commitment assumed by it; providedit and such Revolving Credit Commitment and Term A Loan Commitment (if applicable) of the Affected Lender shall be terminated, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d2.14(d) (Illegality), (C) the Borrower any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, Lender or (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (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 Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (Bi)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. 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 clause (i) 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. (b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 11.5 (Limitation Limitations of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of Revolving Credit Outstandings, the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan Commitment assumed by itit 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid. AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC.

Substitution of Lenders. If (a) In the event that (i)(Aa)(i) any Lender makes a claim under Sections 2.14 Section 2.14(b)(ii) (Increased CostsInterest Rate Unascertainable, Inadequate or Unfair) or 2.15 (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan and such Lender notifies the Borrower Borrowers pursuant to Section 2.13(d2.14(d) (Illegality), (Ciii) the Borrower is Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, Lender or (Div) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 7566 2/3% of the aggregate outstanding principal balance of Commitments in the Loans 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 clause clauses (ia)(i), (ii), (iii) above 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, 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. (b) . If the Substitution Notice 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, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale () and the corresponding assignment provisions of all rights Section 11.2 (Assignments and claims hereunderParticipations) applicable to assignees thereunder shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with apply to any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan in an outstanding principal amount equal to such Affected Lender’s Loan assumed by it; provided, however, that all indemnities assignee under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 Section 2.11 (Increased Costsc) or 2.15 Section 2.12, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality2.11(d), or (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.13 that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause clauses (ia)(i), (ii), (iii) above or (iv)) 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. (b) If . In the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan in an outstanding principal amount equal to such Affected Lender’s Loan assumed by it; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, event that the failure of any Affected Lender proposed substitute financial institution or other entity is acceptable to execute an Assignment and Acceptance shall not render such assignment invalid.the

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower Company pursuant to Section 2.13(d2.14(d) (Illegality), ) or Section 2.15 (CCapital Adequacy) the or (iii) any Borrower is required to make any payment pursuant to Section 2.16 (Taxes) ), that is attributable to a particular any Lender, (D) or any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause subclause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans Revolving Credit Commitments are not subject to such increased costs or 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 clause subclauses (ia)(i), (ii), (iii) above or (iv) 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. (b) If . In the Substitution Notice 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, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans 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 (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event, shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment assumed by it; 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa)(i) any Lender makes a claim under Sections 2.14 (Increased Costs) Section 2.12 or 2.15 (Capital AdequacySection 2.16(c), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality2.16(d), (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.13 that is attributable to a particular Lender, any Lender or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans Revolving Credit 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 clause (i) 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. (b) If . In the Substitution Notice 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 2.172.14, the Affected Lender shall sell, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans 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 (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase Upon the effectiveness of such sale, purchase, assignment and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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 the effective date. Upon date of the effectiveness of such sale, purchase aforementioned Assignment and assumptionAcceptance), the Substitute Institution substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment assumed by itit and such Revolving Credit Commitment of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) a. In the event that (i)(A) any Lender makes a claim under Sections 2.14 2.13(e) (Increased Costs) or 2.15 2.14 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Parent Borrower pursuant to Section 2.13(d2.13(c) (IllegalityLaws Affecting Eurodollar Rate Loan Availability), (C) the Borrower any Loan Party is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Lender, (D) any Lender becomes a Non-Funding Lender 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), (Bi)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) b. If the Substitution Notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the LoansRevolving Credit Outstandings, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Parent Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan Revolving Credit Commitment assumed by itit 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 with respect to the period prior to the time that the Substitute Institution replaces the Affected Lender. (c) c. Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.172.16, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections Section 2.14 (Increased Costsc) or 2.15 Section 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower Borrowers pursuant to Section 2.13(d) (Illegality2.14(d), or (Ciii) the Borrower is Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans Revolving Credit 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 clause clauses (ia)(i), (ii), (iii) above or (iv)) 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. (b) If . In the Substitution Notice 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, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans 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 (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment (if applicable) in an outstanding principal the amount equal to of such Affected Lender’s Loan Revolving Credit Commitment assumed by it; providedit and such Revolving Credit Commitment (if applicable) of the Affected Lender shall be terminated, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 2.13(c) (Increased Costs) or 2.15 2.14 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Parent Borrower pursuant to Section 2.13(d) (Illegality), (C) the Borrower any Loan Party is required to make any payment pursuant to Section 2.16 2.15 (Taxes) that is attributable to a particular Lender, Lender or (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (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), (Bi)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If the Substitution Notice was properly issued under this Section 2.172.16, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the LoansRevolving Credit Outstandings, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Parent Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan Revolving Credit Commitment assumed by itit 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.172.16, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Revolving Credit Note (if such Loans are evidenced by a Revolving Credit Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 (Increased CostsSection 2.12(c) or 2.15 Section 2.13, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar LIBO Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality2.12(d), or (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.14 that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If . In the Substitution Notice 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 2.172.15, the Affected Lender shall sell, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans and all other of any prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Loan in an outstanding principal amount equal to such Affected Lender’s Loan assumed by it; Agreement, provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d2.14(d) (Illegality), (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, Lender or (Div) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If . In the Substitution Notice 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, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans 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 (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event, shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment assumed by itit 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), or (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d2.14(d) (Illegality), or (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 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 clause (i) 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. (b) If . In the Substitution Notice 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 2.172.17 (Substitution of Lenders), the Affected Lender shall sell, sell and the Substitute Institution substitute financial institution or other entity shall purchasepurchase at par, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans 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 (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment assumed by it; providedit and such Revolving Credit Commitment of the Affected Lender shall be terminated, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) ------------------------ (i) any Lender makes a claim under Sections Section 2.14 (Increased Costsc) or 2.15 Section 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower Borrowers pursuant to Section 2.13(d) (Illegality2.14(d), or (Ciii) the Borrower is Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause clauses (ia)(i), (ii), (iii) above or (iv)) 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. (b) If . In the Substitution Notice 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, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans 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 (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment (if applicable) in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment assumed by it; providedit and such Revolving Credit Commitment (if applicable) of the Affected Lender shall be terminated, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 (Increased Costs) or 2.15 (Capital Adequacy)2.15, (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality2.13(c), (C) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all 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 aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability)10.5, do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on upon (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment by the Borrower in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan in an outstanding principal amount equal to such Affected Lender’s Loan assumed by it; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. If (a) In the event that (i)(Aa)(i) any Lender makes a claim under Sections 2.14 (Increased CostsSection 2.14(c) or 2.15 (Capital Adequacy)2.15, (Bii) it becomes illegal for any Term Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Term Borrower pursuant to Section 2.13(d) (Illegality2.14(d), (Ciii) the either Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, or (Div) any LC Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationDefaulting Lender, (iib) in the case of clause (i)(Aa)(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 materially exceeds the effective average annual rate of interest payable to the Required 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 (iiic) in the case of clause clauses (i)(A), (Ba)(i) and (Cii) above, (i) if such Lender is a Term Lender, Term Lenders holding at least 75% of the aggregate outstanding principal balance 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 Loans 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 clause (i) 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. (b) . If the Substitution Notice 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, sell and the Substitute Institution 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 the Substitute Institution such substitute financial institution or other entity shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans 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 (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) that, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) conditioned upon the payment in full to by the Affected Lender applicable Borrower in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of date to such sale, purchase and assumptionAffected Lender), the Substitute Institution substitute financial institution or other entity shall become a an “LC Lender” or “Term Lender,” as applicable, hereunder for all purposes of this Agreement having having, in the case of an LC Lender, a Loan Letter of Credit Facility Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan Letter of Credit Facility Commitment, assumed by itit 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) . Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptancetransfer; provided, however, that the failure of any the Affected Lender to execute an such Assignment and Acceptance shall not render invalidate such assignment invalidassignment, 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)(Aa) (i) any Lender makes a claim under Sections SECTION 2.14 (Increased CostsC) or 2.15 SECTION 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (IllegalitySECTION 2.14(D), or (Ciii) the Borrower is required to make any payment pursuant to Section SECTION 2.16 (Taxes) that is attributable to a particular any Lender, (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modification, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 7551% of the aggregate outstanding principal balance of the Loans 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) 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 clause (i) 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. (b) If . In the Substitution Notice 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 SECTION 2.17, the Affected Lender shall sell, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans and of all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “Lender” "LENDER" hereunder for all purposes of this Agreement having a Loan in an outstanding principal amount equal to such Affected Lender’s Loan assumed by it; provided, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d2.14(d) (Illegality), (C) the Borrower any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, Lender or (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendmentLender, waiver or other modification to this Agreement that requires the approval of all 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 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 aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans 's Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability)11.5, do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, Revolving Credit Outstandings together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Revolving Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Revolving Credit Commitment assumed by itit 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Revolving Credit Note (if such Loans are evidenced by a Revolving Credit Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d2.14(d) (Illegality), (C) the Borrower any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender, Lender or (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (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 Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A), (Bi)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 11.5 (Limitation Limitations of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of Revolving Credit Outstandings, the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iiiii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for CREDIT AGREEMENT KNOLOGY, INC. all purposes of this Agreement having a Loan Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan Commitment assumed by itit 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections Section 2.14 (Increased Costsc) or 2.15 Section 2.15, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality2.14(d), or (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular any Lender, or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause (i) 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. (b) If . In the Substitution Notice 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, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Loan in an outstanding principal amount equal to such Affected Lender’s Loan assumed by it; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.substitute financial institution or other entity shall

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 (Increased CostsSECTION 2.13(c) or 2.15 SECTION 2.14, or (Capital Adequacy), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section SECTION 2.13(d) (Illegality), or (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) SECTION 2.15 that is attributable to a particular any Lender, (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modification, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 7551% of the aggregate outstanding principal balance of the Loans 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) 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 clause (i) 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. (b) If . In the Substitution Notice 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 2.17SECTION 2.16, the Affected Lender shall sell, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans and of all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “Lender” "LENDER" hereunder for all purposes of this Agreement having a Loan in an outstanding principal amount equal to such Affected Lender’s Loan assumed by it; provided, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa)(i) any Lender makes a claim under Sections 2.14 (Increased Costs) Section 2.12 or 2.15 (Capital AdequacySection 2.16(c), (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d) (Illegality2.16(d), (Ciii) the Borrower is required to make any payment pursuant to Section 2.16 (Taxes) 2.13 that is attributable to a particular Lender, any Lender or (Div) any Lender becomes is a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans Credit 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 clause (i) 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. (b) If . In the Substitution Notice 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 2.172.14, the Affected Lender shall sell, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans 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 (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase Upon the effectiveness of such sale, purchase, assignment and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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 the effective date. Upon date of the effectiveness of such sale, purchase aforementioned Assignment and assumptionAcceptance), the Substitute Institution substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Credit Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Credit Commitment assumed by itit and such Credit Commitment of the Affected Lender shall be terminated; provided, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(A) any Lender makes a claim under Sections 2.14 Section 2.15(c) (Increased Costs) or 2.15 Section 2.16 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan and such Lender notifies the Borrower pursuant to Section 2.13(d2.15(d) (Illegality), (C) the Borrower is required to make any payment pursuant to Section 2.16 2.17 (Taxes) that is attributable to a particular Lender, Lender or (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modificationLender, (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 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 aggregate outstanding principal balance Revolving Credit Commitments and Lenders holding at least 75% of the Loans 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 clause clauses (ii)(A), (B), (C) or (D) 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 's receipt of the other Affected Lenders’ ' claim) less than all, Lenders making such claims. (b) If the Substitution Notice was properly issued under this Section 2.172.18, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Loans 's Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of a payment in an amount equal to its Ratable Portion of the aggregate outstanding principal balance of Revolving Credit Outstandings and the Term Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Commitment in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Commitment assumed by itit 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 with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.172.18, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Substitution of Lenders. (a) In the event that (i)(Aa) (i) any Lender makes a claim under Sections 2.14 Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), or (Bii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower Borrowers pursuant to Section 2.13(d2.14(d) (Illegality), or (Ciii) the Borrower is Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular any Lender, (D) any Lender becomes a Non-Funding Lender or (E) any Lender fails to approve an amendment, waiver or other modification to this Agreement that requires the approval of all Lenders and at least the Required Lenders have approved such amendment, waiver or other modification, (iib) in the case of clause (i)(Aa)(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 Required Requisite Lenders under this Agreement and (iiic) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the aggregate outstanding principal balance of the Loans 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 clause clauses (ia)(i), (ii) above or (iii)) 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. (b) If . In the Substitution Notice 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 2.172.18 (Substitution of Lenders), the Affected Lender shall sell, sell and the Substitute Institution 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 Institution substitute financial institution or other entity shall assume, assume and the Affected Lender shall be relieved of, the Affected Lender’s Loans of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which pursuant to Section 10.5 (Limitation of Liability), do not include other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Upon the effectiveness of such sale, purchase and sale assumption (and the corresponding assignment of all rights and claims hereunder) which, in any event shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the aggregate outstanding principal balance of the Loans, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) 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. Upon the effectiveness of such sale, purchase and assumption), the Substitute Institution substitute financial institution or other entity shall become a “"Lender” " hereunder for all purposes of this Agreement having a Loan Commitment (if applicable) in an outstanding principal the amount equal to of such Affected Lender’s Loan 's Commitment assumed by it; providedit and such Commitment (if applicable) of the Affected Lender shall be terminated, however, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender with respect to the period prior to the time the Substitute Institution replaces the Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.