Common use of Substitution Right Clause in Contracts

Substitution Right. In the event that any Lender in any Facility that is not an Affiliate of the Administrative Agent (an “Affected Lender”), (i) makes a claim under clause (b) (Increased Costs) or (c) (Increased Capital Requirements) of Section 2.16, (ii) notifies the Borrower pursuant to Section 2.15(b) (Illegality) that it becomes illegal for such Lender to continue to fund or make any Eurodollar Rate Loan in such Facility, (iii) makes a claim for payment pursuant to Section 2.17(b) or (d), (iv) becomes a Defaulting Lender with respect to such Facility, or (v) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders has been obtained but that requires the consent of other Lenders in such Facility, the Borrower may substitute for such Affected Lender in such Facility any Lender or any Affiliate or Approved Fund of any Lender or any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, in the case of a Revolving Credit Lender and the L/C Issuer (in each case, a “Substitute Lender”); provided that in the case of any such substitution resulting from a claim for compensation under Section 2.16 (b) or (c) or payments required to be made pursuant to Section 2.17 (b) or (d), such substitution is reasonably expected to result in a reduction in such compensation or payments. Notwithstanding the foregoing, with respect to a Lender that is a Defaulting Lender, the Borrower may obtain a Substitute Lender and execute an Assignment on behalf of such Defaulting Lender at any time and without prior notice to such Defaulting Lender and cause its Loans and Commitments to be sold and assigned at par.

Substitution Right. In the event that If any Lender in any Facility that is not an Affiliate of the Administrative Agent (an “Affected Lender”), (i) makes becomes a claim under clause (b) (Increased Costs) or (c) (Increased Capital Requirements) of Section 2.16Defaulting Lender, (ii) notifies the Borrower pursuant to Section 2.15(b) (Illegality) that it becomes illegal for such Lender to continue to fund or make any Eurodollar Rate Loan in such Facility, (iii) makes a claim for payment pursuant to Section 2.17(b) or (d), (iv) becomes a Defaulting Lender with respect to such Facility, or (v) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Majority Lenders has been is obtained but that requires the consent of other Lenders in such Facility(a “Non-Consenting Lender”), the or (iii) that is not an Original Lender makes a claim for compensation pursuant to Section 5.01, then (x) Borrower may substitute for elect to pay in full such Affected Lender in with respect to all Obligations due to such Facility Affected Lender (including such CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. existing rights to compensation pursuant to Section 5.01) or (y) either Borrower or the Majority Lenders shall identify any willing Lender or any Affiliate or Approved Fund of any Lender or any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, in the case of a Revolving Credit Lender and the L/C Issuer Eligible Transferee (in each case, a “Substitute Lender”); ) to substitute for such Affected Lender, provided that in the case of any such substitution resulting from a claim for compensation under Section 2.16 (b) or (c) or payments required to be made Substitute Lender identified by the Majority Lenders pursuant to this Section 2.17 2.07(a) only shall be subject to the consent of Borrower (bwhich consent shall not be unreasonably withheld, and shall be deemed given if Borrower does not respond to the Majority Lenders within ten (10) or (d), such substitution is reasonably expected to result in a reduction in such compensation or payments. Notwithstanding the foregoing, with respect to a Lender that is a Defaulting Lender, the Borrower may obtain a Substitute Lender and execute an Assignment on behalf Business Days of receiving written notice of such Defaulting Lender at any time and without prior notice to such Defaulting Lender and cause its Loans and Commitments to be sold and assigned at paridentification by the Majority Lenders).

Substitution Right. In the event that any Lender in any Facility that is not an Affiliate of the Administrative Agent (an “Affected Lender”), (i) makes a claim under clause (b) (Increased Costs) or (c) (Increased Capital Requirements) of Section 2.16, (ii) notifies the Borrower pursuant to Section 2.15(b) (Illegality) that it becomes illegal for such Lender to continue to fund or make any Eurodollar Rate Loan in such FacilityLoan, (iii) makes a claim for payment pursuant to Section 2.17(b) or (d), (iv) becomes a Defaulting Lender with respect to such FacilityLender, or (v) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders has been obtained but that requires the consent of other Lenders in such FacilityLenders, the Borrower may substitute for such Affected Lender in such Facility any Lender or any Affiliate or Approved Fund of any Lender or any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, in the case of a Revolving Credit Lender and the L/C Issuer (in each case, a “Substitute Lender”); provided that in the case of any such substitution resulting from a claim for compensation under Section 2.16 (b) or (c) or payments required to be made pursuant to Section 2.17 (b) or (d), such substitution is reasonably expected to result in a reduction in such compensation or payments. Notwithstanding the foregoing, with respect to a Lender that is a Defaulting Lender, the Borrower may obtain a Substitute Lender and execute an Assignment on behalf of such Defaulting Lender at any time and without prior notice to such Defaulting Lender and cause its Loans and Commitments to be sold and assigned at par.

Substitution Right. In the event that any Lender in any Facility that is not an Affiliate of the Administrative Agent (an “Affected Lender”), (i) makes a claim under clause (b) (Increased Costs) or (c) (Increased Capital Requirements) of Section 2.16, (ii) notifies the Borrower pursuant to Section 2.15(b) (Illegality) that it becomes illegal for such Lender to continue to fund or make any Eurodollar Rate Loan in such Facility, (iii) makes a claim for payment pursuant to Section 2.17(b) or (dTaxes), (iv) becomes a Defaulting Non-Funding Lender with respect to such Facility, Facility or (v) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders has been is obtained but that requires the consent of other Lenders in such Facility, the Borrower may either pay in full such Affected Lender with respect to amounts due in such Facility with the consent of the Administrative Agent or substitute for such Affected Lender in such Facility any Lender or any Affiliate or Approved Fund of any Lender or any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, in the case of a Revolving Credit Lender and the L/C Issuer (in each case, a “Substitute Lender”); provided that in the case of any such substitution resulting from a claim for compensation under Section 2.16 (b) or (c) or payments required to be made pursuant to Section 2.17 (b) or (d), such substitution is reasonably expected to result in a reduction in such compensation or payments. Notwithstanding the foregoing, with respect to a Lender that is a Defaulting Non-Funding Lender or an Impacted Lender, the Borrower or the Administrative Agent may obtain a Substitute Lender and execute an Assignment on behalf of such Defaulting Non-Funding Lender or Impacted Lender at any time and without prior notice to such Defaulting Non-Funding Lender or Impacted Lender and cause its Loans and Commitments to be sold and assigned at par.

Substitution Right. In the event that any Lender in any Facility that is not an Affiliate of the Administrative Agent (an “Affected Lender”), (i) makes a claim under clause (b) (Increased Costs) or (c) (Increased Capital Requirements) of Section 2.16, (ii) notifies the Borrower pursuant to Section 2.15(b) (Illegality) that it becomes illegal for such Lender to continue to fund or make any Eurodollar Rate Loan in such Facility, (iii) makes a claim for payment pursuant to Section 2.17(b) or (dTaxes), (iv) becomes a Defaulting Non-Funding Lender with respect to such Facility, Facility or (v) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders has been (or the Required Revolving Lenders or Required Term Lenders, as applicable) is obtained but that requires the consent of other Lenders in such Facility, the Borrower may substitute for such Affected Lender in such Facility any Lender or any Affiliate or Approved Fund of any Lender or any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, in the case of a Revolving Credit Lender and the L/C Issuer (in each case, a “Substitute Lender”); provided that in . If any mandatory assignment of the case Term Loans or Revolving Credit Commitments of any such substitution resulting from a claim for compensation under Section 2.16 (b) or (c) or payments required to be made Affected Lender pursuant to this Section 2.17 (b) 2.18 occurs on or (d), such substitution is reasonably expected to result in a reduction in such compensation or payments. Notwithstanding before the foregoing, with respect to a Lender that is a Defaulting Lendersecond anniversary of the Closing Date, the Borrower may obtain a Substitute Lender and execute an Assignment shall pay to such Affected Lender, on behalf the date of such Defaulting Lender at any time mandatory assignment, an amount equal to 1.00% of (A) the principal amount of the Term Loans so assigned and without prior notice to such Defaulting Lender and cause its Loans and (B) the amount of the Revolving Credit Commitments to be sold and assigned at parso assigned.

Substitution Right. In the event that any Lender in any Facility that is not an Affiliate of the Administrative Agent (an “Affected Lender”), (i) makes a claim under clause (b) (Increased Costs) or (c) (Increased Capital Requirements) of Section 2.16, (ii) notifies the Borrower pursuant to Section 2.15(b) (Illegality) that it becomes illegal for such Lender to continue to fund or make any Eurodollar Rate Loan in such Facility, (iii) makes a claim for payment pursuant to Section 2.17(b) or 2.17 (dTaxes), (iv) becomes a Defaulting Lender with respect to such Facility, or (v) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders has been is obtained but that requires the consent of other Lenders in such Facility, the Borrower may substitute for (x) terminate all the Commitments of such Affected Lender and repay all the outstanding Loans of such Lender (or terminate the Commitment of such Lender of the applicable tranche and repay all the outstanding Loans of such Lender of the applicable tranche), in each case, without any obligation to terminate any Commitment or prepay any Loan of any other Lender or (y) replace such Facility Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Section 11.2), all of its interests, rights and obligations under this Agreement (or all of its interests, rights and obligations under this Agreement as a Lender of the applicable tranche) to an assignee permitted by Section 11.2 that assumes such obligations (which assignee may be another Lender, if any Lender or any Affiliate or Approved Fund of any Lender or any other Person acceptable (which acceptance shall not be unreasonably withheld or delayedaccepts such assignment and delegation) to the Administrative Agent and, in the case of a Revolving Credit Lender and the L/C Issuer (in each case, a “Substitute Lender”); provided that in the case of any such substitution resulting from a claim for compensation under Section 2.16 (b) or (c) or payments required to be made pursuant to Section 2.17 (b) or (d), such substitution is reasonably expected to result in a reduction in such compensation or payments. Notwithstanding the foregoing, with respect to a Lender that is a Defaulting Lender, the Borrower may obtain a Substitute Lender and execute an Assignment on behalf of such Defaulting Lender at any time and without prior notice to such Defaulting Lender and cause its Loans and Commitments to be sold and assigned at par.

Substitution Right. In the event that any Lender in any Facility that is not an Affiliate of the Administrative Agent (an “Affected Lender”), ) (i) makes a claim under clause (b) (Increased Costs) or (c) (Increased Capital Requirements) of Section 2.162.10, (ii) notifies the Borrower Parent pursuant to Section 2.15(b2.9(b) (Illegality) that it becomes has become illegal for such Lender to continue to fund or make any Eurodollar LIBOR Rate Loan in such FacilityLoan, (iii) makes a claim for payment pursuant to Section 2.17(b2.11(b) or (dTaxes), (iv) becomes a Defaulting Non-Funding Lender with respect to such Facility, or (v) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders has been is obtained but that requires the consent of other a larger percentage of the Lenders in such Facilitythan the Required Lenders, the Borrower Borrowers may either pay in full such Affected Lender without premium or penalty with respect to amounts due with the consent of the Administrative Agent or substitute for such Affected Lender in such Facility any Lender or any Affiliate or Approved Fund of any Lender or any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, in the case of a Revolving Credit Lender and the L/C Issuer (in each case, a “Substitute Lender”); provided that in . Upon Borrowers’ request, the case of any such substitution resulting from Administrative Agent shall solicit and obtain a claim for compensation under Section 2.16 (b) or (c) or payments required to be made pursuant to Section 2.17 (b) or (d), such substitution is reasonably expected to result in a reduction in such compensation or paymentsSubstitute Lender. Notwithstanding anything herein to the foregoingcontrary, with respect to a Lender that is a Defaulting Non-Funding Lender, the Borrower may Administrative Agent may, but shall not be obligated to, obtain a Substitute Lender and execute an Assignment on behalf of such Defaulting Non-Funding Lender at any time and without with three Business Days’ prior notice to such Defaulting Non-Funding Lender (unless notice is not practicable under the circumstances) and cause its such Lender’s Loans and Commitments to be sold and assigned assigned, in whole or in part, at par.

Substitution Right. In the event that any anySECTION 2.18 Lender in under any Facility that is not an Affiliate of the Administrative Agent (an “Affected Lender”), ) (i) makes a claim under clause (b) (Increased Costs) or (c) (Increased Capital Requirements) of Section 2.16, (ii) notifies the any Borrower pursuant to Section 2.15(b) (Illegality) that it becomes illegal for such Lender to continue to fund or make any Eurodollar Eurocurrency Rate Loan in such under any Facility, (iii) makes a claim for payment pursuant to Section 2.17(b) 2.17 or (d)any Borrower is required to pay any Taxes to any Governmental Authority for the account of such Lender pursuant to Section 2.17, (iv) becomes a Defaulting Lender with respect to such Facility, or (v) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders has been (or, in circumstances where Section 11.1 does not require the consent of the Required Lenders, a Majority in Interest of the Lenders under the applicable Facility) is obtained but that requires the consent of other Lenders in such FacilityLenders, the Borrower Borrowers may substitute for (x) terminate all the Commitments of such Affected Lender and repay all the outstanding Loan Document Obligations owed to such Lender (or terminate the Commitment of such Lender under the applicable Facility and repay all the outstanding Loan Document Obligations owed to such Lender under the applicable Facility), in such Facility each case, without any Lender obligation to terminate any Commitment or prepay any Affiliate or Approved Fund of any Lender Loan or any other Person acceptable Loan Document Obligations of any other Lender or (y) replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Section 11.2), all of its interests, rights and obligations under this Agreement (or all of its interests, rights and obligations under this Agreement as a Lender under the applicable Facility) to an assignee permitted by Section 11.2 that assumes such obligations (which acceptance shall not assignee may be unreasonably withheld or delayedanother Lender, if any Lender accepts such assignment and delegation) to the Administrative Agent and, in the case of a Revolving Credit Lender and the L/C Issuer (in each case, a “Substitute Lender”); provided that in the case of any such substitution resulting from a claim for compensation under Section 2.16 (b) or (c) or payments required to be made pursuant to Section 2.17 (b) or (d), such substitution is reasonably expected to result in a reduction in such compensation or payments. Notwithstanding the foregoing, with respect to a Lender that is a Defaulting Lender, the Borrower may obtain a Substitute Lender and execute an Assignment on behalf of such Defaulting Lender at any time and without prior notice to such Defaulting Lender and cause its Loans and Commitments to be sold and assigned at par.

Substitution Right. In the event that any Lender in any the Revolving Credit Facility that is not an Affiliate of the Administrative Agent (an “Affected Lender”), (i) makes a claim under clause (b) (Increased Costs) or (c) (Increased Capital Requirements) of Section 2.16, (ii) notifies the Borrower GHLLC pursuant to Section 2.15(b) (Illegality) that it becomes illegal for such Lender to continue to fund or make any Eurodollar LIBOR Rate Loan in such the Revolving Credit Facility, (iii) makes a claim for payment pursuant to Section 2.17(b) or 2.17 (dTaxes), (iv) becomes a Defaulting Lender with respect to such Facility, the Revolving Credit Facility or (v) does not consent to any request made by GHLLC on behalf of Borrowers in good faith for an amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders, Required Lenders has been — Tranche A or Required Lenders — FILO Tranche, as applicable, is obtained but that requires the consent of other Lenders in such the Revolving Credit Facility, the Borrower Borrowers may substitute for such Affected Lender in such the Revolving Credit Facility any Lender or any Affiliate or Approved Fund of any Lender or any other Person (other than a Restricted Person) reasonably acceptable (which acceptance shall not be unreasonably withheld or delayed) to Administrative Agent to the extent that an assignment to such replacement financial institution of the rights and obligations being acquired by it would otherwise require the consent of the Administrative Agent and, in the case of a Revolving Credit Lender and the L/C Issuer pursuant to Section 11.2(b) (in each case, a “Substitute Lender”); provided that in the case of any such substitution resulting from a claim for compensation under Section 2.16 (b) or (c) or payments required to be made pursuant to Section 2.17 (b) or (d), such substitution is reasonably expected to result in a reduction in such compensation or payments. Notwithstanding the foregoing, with respect to a Lender that is a Defaulting Lender, the Borrower may obtain a Substitute Lender and execute an Assignment on behalf of such Defaulting Lender at any time and without prior notice to such Defaulting Lender and cause its Loans and Commitments to be sold and assigned at par.

Substitution Right. In the event that any Lender in any Facility that is not an Affiliate of the Administrative Agent (an “Affected Lender”), (i) makes a claim under clause (b) (Increased Costs) or (c) (Increased Capital Requirements) of Section 2.16, (ii) notifies the Borrower Representative pursuant to Section 2.15(b) (Illegality) that it becomes illegal for such Lender to continue to fund or make any Eurodollar Rate Loan in such Facility, (iii) makes a claim for payment pursuant to Section 2.17(b) or (dTaxes), (iv) becomes a Defaulting Non-Funding Lender with respect to such Facility, Facility or (v) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders has been is obtained but that requires the consent of other Lenders in such Facility, the Borrower Borrowers may either pay in full such Affected Lender with respect to amounts due in such Facility with the consent of the Administrative Agent or substitute for such Affected Lender in such Facility any Lender or any Affiliate or Approved Fund of any Lender or any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, in the case of a Revolving Credit Lender and the L/C Issuer (in each case, a “Substitute Lender”); provided that in the case of any such substitution resulting from a claim for compensation under Section 2.16 (b) or (c) or payments required to be made pursuant to Section 2.17 (b) or (d), such substitution is reasonably expected to result in a reduction in such compensation or payments. Notwithstanding the foregoing, with respect to a Lender that is a Defaulting Non-Funding Lender or an Impacted Lender, the Borrower Borrowers or the Administrative Agent may obtain a Substitute Lender and execute an Assignment on behalf of such Defaulting Non-Funding Lender or Impacted Lender at any time and without prior notice to such Defaulting Non-Funding Lender or Impacted Lender and cause its Loans and Commitments to be sold and assigned at par.

Substitution Right. In the event that any Lender in any Facility that is not the Administrative Agent or an Affiliate of the Administrative Agent (an “Affected Lender”), (i) makes a claim under clause (b) (Increased Costs) or (c) (Increased Capital Requirements) of Section 2.16, (ii) notifies the Borrower pursuant to Section 2.15(b) (Illegality) that it becomes illegal for such Lender to continue to fund or make any Eurodollar Rate Loan in such Facility, (iii) makes a claim for payment pursuant to Section 2.17(b) or (dGross-Up), (iv) becomes a Defaulting Non-Funding Lender with respect to such Facility, Facility or (v) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders has been is obtained but that requires the consent of other Lenders in such Facility, the Borrower may either pay in full such Affected Lender with respect to amounts due in such Facility with the consent of the Administrative Agent or substitute for such Affected Lender in such Facility any Lender or any Affiliate or Approved Fund of any Lender or any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, in the case of a Revolving Credit Lender and the L/C Issuer (in each case, a “Substitute Lender”); provided that in the case of any such substitution resulting from a claim for compensation under Section 2.16 (b) or (c) or payments required to be made pursuant to Section 2.17 (b) or (d), such substitution is reasonably expected to result in a reduction in such compensation or payments. Notwithstanding anything herein to the foregoingcontrary, with respect to a Lender that is a Defaulting Non-Funding Lender or an Impacted Lender, the Borrower may Administrative Agent may, but shall not be obligated to, obtain a Substitute Lender acceptable to the Borrower and execute an Assignment on behalf of such Defaulting Non-Funding Lender or Impacted Lender at any time and without with three Business Days’ prior notice to such Defaulting Non-Funding Lender or Impacted Lender (unless notice is not practicable under the circumstances) and cause its such Lender’s Loans and Commitments to be sold and assigned assigned, in whole or in part, at par.

Substitution Right. In the event that any Lender in any Facility that is not an Affiliate of the Administrative Agent (an “Affected Lender”), (i) makes a claim under clause (b) (Increased Costs) or (c) (Increased Capital Requirements) of Section 2.16, (ii) notifies the Borrower pursuant to Section 2.15(b) (Illegality) that it becomes illegal for such Lender to continue to fund or make any Eurodollar Rate Loan in such Facility, (iii) makes a claim for payment pursuant to Section 2.17(b) (Taxes) or (d), (iv) becomes a Defaulting Lender with respect to such Facility, or (v) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders has been is obtained but that requires the consent of other Lenders in such Facility, the Borrower may either pay in full such Affected Lender with respect to amounts due in such Facility with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) (notwithstanding any provisions herein to the contrary (including pro-rata payment provisions) or substitute for such Affected Lender in such Facility any Lender or any Affiliate or Approved Fund of any Lender or any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, in the case of a Revolving Credit Lender and the L/C Issuer (in each case, a “Substitute Lender”); provided that in the case of any such substitution resulting from a claim for compensation under Section 2.16 (b) or (c) or payments required to be made pursuant to Section 2.17 (b) or (d), such substitution is reasonably expected to result in a reduction in such compensation or payments. Notwithstanding anything herein to the foregoingcontrary, with respect to a Lender that is a Defaulting Non-Funding Lender or an Impacted Lender, the Borrower may Administrative Agent may, but shall not be obligated to, obtain a Substitute Lender and execute an Assignment on behalf of such Defaulting Non-Funding Lender or Impacted Lender at any time and without with three Business Days’ prior notice to such Defaulting Non-Funding Lender or Impacted Lender (unless notice is not practicable under the circumstances) and cause its such Lender’s Loans and Commitments to be sold and assigned assigned, in whole or in part, at par.

Substitution Right. In the event that any Lender in any Facility that is not the Administrative Agent or an Affiliate of the Administrative Agent (an “Affected Lender”), (i) makes a claim under clause (b) (Increased Costs) or (c) (Increased Capital Requirements) of Section 2.16, (ii) notifies the Borrower pursuant to Section 2.15(b) (Illegality) that it becomes illegal for such Lender to continue to fund or make any Eurodollar Rate Loan in such Facility, (iii) makes a claim for payment pursuant to Section 2.17(b) or (dTaxes), (iv) becomes a Defaulting Lender with respect to such Facility, or (v) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders has been is obtained but that requires the consent of other Lenders in such Facility, (v) is a Non-Funding Lender or an Impacted Lender or (vi) does not agree to provide any portion of any Credit Agreement Refinancing Indebtedness being incurred pursuant to Section 2.22, the Borrower may either pay in full such Affected Lender with respect to amounts due in such Facility with the consent of the Administrative Agent or substitute for such Affected Lender in such Facility any Lender or any Affiliate or Approved Fund of any Lender or any other Person (and to the extent any such consent would be required from the Administrative Agent under Section 11.2 for an assignment of Loans to such Person, such Person shall be acceptable (to the Administrative Agent, which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, in the case of a Revolving Credit Lender and the L/C Issuer (in each case, a “Substitute Lender”); provided that in the case of any such substitution resulting from a claim for compensation under Section 2.16 (b) or (c) or payments required to be made pursuant to Section 2.17 (b) or (d), such substitution is reasonably expected to result in a reduction in such compensation or payments. Notwithstanding anything herein to the foregoingcontrary, with respect to a Lender that is a Defaulting Non-Funding Lender or an Impacted Lender, the Borrower may Administrative Agent may, but shall not be obligated to, obtain a Substitute Lender and execute an Assignment on behalf of such Defaulting Non-Funding Lender or Impacted Lender at any time and without with three Business Days’ prior notice to such Defaulting Non-Funding Lender or Impacted Lender (unless notice is not practicable under the circumstances) and cause its such Lender’s Loans and Commitments to be sold and assigned assigned, in whole or in part, at par.