provided further that such Non-Consenting Lender’s rights under Sections 3.04, 11.01 or 11.02, and its obligations under Section 9.09, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, # each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, # any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Revolving Commitment and # each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Revolving Lender for all purposes of this

provided further that such Non-Consenting Lender’s rights under Sections 2.10, 2.12 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, # each such Assuming Lender, if any, shall have delivered to the [[Organization A:Organization]] and the [[Organization B:Organization]] an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the [[Organization A:Organization]] and the [[Organization B:Organization]], # any such Consenting Lender shall have delivered confirmation in writing satisfactory to the [[Organization A:Organization]] and the [[Organization B:Organization]] (acting reasonably) as to the increase in the amount of its Commitment and # each Non-Consenting Lender being replaced pursuant to this Section 2.15 shall have delivered to the [[Organization B:Organization]] any Note or Notes held by such Non-Consenting Lender.

Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other [[Organization C:Organization]], and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.