Common use of Removal or Replacement of a Lender Clause in Contracts

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Lender (an "INCREASED-COST LENDER") shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Company's request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON-CONSENTING LENDER") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER") in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith); (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED-COST LENDER"“Increased Cost Lender”) shall give notice to Company that such Lender is an Affected Lender or the Borrower that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, or pursuant to Section 2.15(b2.15 or (i) is unable to make Eurodollar Rate Loans, the circumstances which have caused such any Lender to be an Affected shall become a Defaulting Lender or which entitle such Lender to receive such payments shall remain in effect, and such Defaulting Lender shall fail to withdraw such notice cure the default as a result of which it has become a Defaulting Lender within five (5) Business Days after Companythe Borrower's request for that it cure such withdrawaldefault; or (bc) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)9.02, the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 9.04 and Terminated Lender the Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from a Terminated Lender; provided, that (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.12; (2) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.15 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Non‑Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Non‑Consenting Lender; provided, that the Borrower may not make such election with respect to any Terminated Lender that is also the Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or cash collateralized or supported by a backup letter of credit in each case on terms reasonably acceptable to such Terminated Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender's Revolving Commitment, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, that any rights of such Terminated Lender to indemnification hereunder arising with respect to events occurring prior to such termination shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 9.04. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.04 on behalf of a Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.04.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.14, 2.16 2.15 or 2.172.16, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b9.5(b), the consent of the Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to Administrative the Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 9.6 and Terminated Lender the Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; (2) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.14(c), 2.16 2.15 or 2.17 2.16; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company NewPageCo that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's NewPageCo’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company NewPageCo may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.11; (2) on the date of such assignment, Company NewPageCo shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment2.20; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, Lender such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Borrower’s request for such withdrawal; or (b) (i) any Lender shall become and continues to be a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default pursuant to Section 2.22(b) within five Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Non- Consenting Lender (the "TERMINATED LENDER"a “Terminated Lender”), Company Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased-Cost Lender, a Non-Consenting Lender or a Defaulting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.11; (2) on the date of such assignment, Company Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.,

Removal or Replacement of a Lender. Anything Notwithstanding anything contained herein to the contrary notwithstandingcontrary, in the event that: (a) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company the Borrower that such Lender is an Affected a Lender or that such Lender is entitled to receive payments under Section 2.152.14, 2.16 2.15 or 2.172.16; (b) any Lender shall become a Defaulting Lender; (c) any Lender shall become a Non-Extending Lender, or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Company's request for such withdrawal; or (bd) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b9.5(b), the consent of the Requisite Lenders or a majority of the applicable class of Lenders or affected Lenders, as the case may be, shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender, Non-Extending Lender or Non-Consenting Lender (including in its capacity as an Issuing Bank, the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, (x) terminate the applicable Commitments (including Incremental Revolving Commitments and Extended Revolving Commitments) of such Lender, and repay all Obligations of the Borrower owing to such Lender relating to the applicable Loans and participations held by such Lender as of such termination date under any Loan Facility (or any Class thereof) as the Borrower may elect to cause or (y) replace such Terminated Lender by requiring such Terminated Lender to assign and delegate (and such Terminated Lender hereby irrevocably agrees) to assign ), without recourse, all of its outstanding Loans Loans, its Revolving Commitments and all of its interests, rights and obligations under this Agreement, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 9.6 and Terminated Lender the Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased-Cost Lender or a Non-Consenting Lender and the Defaulting Lender shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Lender; provided, provided (1) on the date of such termination or assignment, as applicable, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (b) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (c) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.9; (2) on the date of such termination or assignment, Company as applicable, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.14(b), 2.16 2.15 or 2.17 2.16; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such termination or assignment, as applicable, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender and such assignment (together with any other assignments pursuant to this Section 2.19 or otherwise) will result in the applicable amendment, modification, termination, waiver or consent being approved; provided that the Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or cash collateralized on terms reasonably satisfactory to the applicable Issuing Bank. Any Lender being replaced pursuant to Section 2.19(y) above shall (i) execute and deliver an Assignment Agreement with respect to all of such Lender’s applicable Commitment and outstanding Loans, and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (or a lost or destroyed note indemnity in lieu thereof); provided that the failure of any such Lender to execute an Assignment Agreement or deliver such Notes shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment may be recorded in the Register upon payment to such Lender of the amount required pursuant to clause (1) and (2) of the proviso above and the Notes shall be deemed to be canceled upon such failure to deliver. In connection with any such replacement, if any such Terminated Lender does not execute and deliver to the Administrative Agent a duly executed Assignment Agreement reflecting such replacement on the date on which the assignee Lender executes and delivers such Assignment Agreement to such Terminated Lender, then such Terminated Lender shall be deemed to have executed and delivered such Assignment Agreement without any action on the part of the Terminated Lender. Each Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Xxxxxx’s attorney-in-fact, with full authority in the place and stead of such Xxxxxx and in the name of such Xxxxxx, from time to time in the Administrative Agent’s sole discretion, with prior written notice to such Lender, to take any action and to execute any such Assignment Agreement or other instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this paragraph. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, provided any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED-COST LENDER"“Increased Cost Lender”) shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)9.1, the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Term Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER") Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 10.6 9.6 (each a “Replacement Lender”) and Terminated Lender the Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased Cost Lender or a Non-Consenting Lender; providedprovided that, (1A) on the date of such assignment, such Terminated Lender shall have received payment from the Replacement Lender shall pay to Terminated Lender or the Borrower in an amount equal to the sum of (1) the principal of, and all accrued interest on, all outstanding Term Loans of the Terminated Lender (and, other than as specified in clause and (2) belowall accrued, no premium shall be payable in connection therewith)but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2B) in the case of any such assignment resulting from a claim for compensation under Section 2.15(c), 2.16 or 2.17, such assignment will result in a material reduction in such compensation and on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c)2.15, 2.16 or 2.17 2.17; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3C) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 9.6; provided that each party hereto agrees that an assignment required pursuant to this Section 2.19 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.15 and/or Section 2.16, 2.16 or 2.17, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's ’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, (ii) the Default Period for such Defaulting Lender shall remain in effect, and (iii) such LEGAL_US_E # 152147085.3152147085.12 Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five (5) Business Days after Company’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b9.5(b), the consent of Administrative Agent and Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtainedobtained and (ii) no Default or Event of Default shall then exist; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender and, if applicable, each other such Lender hereby irrevocably agrees) to assign its outstanding Revolving Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees identified by Company (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment9.6; provided, (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender and, if applicable, such other Lenders, an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Terminated Lender (and, if applicable, such other than as specified in clause Lenders, and (2B) belowan amount equal to all accrued, no premium shall be payable in connection therewith)but theretofore unpaid fees owing to such Terminated Lender and, if applicable, such other Lenders, pursuant to Section 2.7; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender and, if applicable, such other Lenders pursuant to Section 2.15(c), 2.15 and/or Section 2.16 or 2.17 or otherwise (in the case of and any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by other amounts due to such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentand, if applicable, such other Lenders; and (3) in the event such Terminated Lender is an Increased-Cost Lender, such assignment will result in a reduction in any claims for payments under Section 2.15 and/or Section 2.16, as applicable, and (4) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender and, if applicable, such other Lenders and the termination of such Terminated Lender’s Revolving Commitments and, if applicable, the Revolving Commitments of such other Lenders, such Terminated Lender and, if applicable, such other Lenders shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender and, if applicable, such other Lenders to indemnification hereunder shall survive as to such Terminated LenderLender and such other Lenders.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Lender (an "INCREASEDIncreased-COST LENDERCost Lender") shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, 2.18 or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loans2.19, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Company's request for such withdrawal; or (b) any Lender shall become a Defaulting Lender, the Default Period for such Defaulting Lender shall remain in effect, and such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Company's request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NONNon-CONSENTING LENDERConsenting Lender") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDERTerminated Lender"), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDERReplacement Lender") in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.11; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17 2.20 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentprepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, Company may not make such election with respect to any Terminated Lender that is also a Fronting Bank unless, prior to the effectiveness of such election, Company shall have caused each outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender's Revolving Commitments, if any, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Lender (an "INCREASEDIncreased-COST LENDERCost Lender") shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, 2.18 or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loans2.19, the circumstances which have caused such Lender to be 57 an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Company's request for such withdrawal; or (b) any Lender shall become a Defaulting Lender, the Default Period for such Defaulting Lender shall remain in effect, and such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Company's request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NONNon-CONSENTING LENDERConsenting Lender") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDERTerminated Lender"), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDERReplacement Lender") in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such -------- assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (andB) an amount equal to all accrued, other than as specified in clause (2) below, no premium shall be payable in connection therewith)but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.9; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.17(c), 2.16 2.18 or 2.17 2.19 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentprepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of Borrower may not make such assignment, election unless it also makes such election with respect to each matter in respect of other Lender which such Terminated Lender was is a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender's Revolving Commitments, if any, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender -------- to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18 (other than Section 2.18(c)), 2.16 2.19 or 2.172.20, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's ’s written request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender Lender, or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees reasonably acceptable to Administrative Agent (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender Company shall pay any fees payable thereunder in connection with any such assignmentassignment from an Increased-Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal sum of the Principal Amount of, and all accrued interest on, all outstanding Loans of the Terminated Lender (andLender, other than as specified in clause (2) below, no premium shall be payable in connection therewith); (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17 2.20 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Company exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Lender (an "INCREASEDIncreased-COST LENDERCost Lender") shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, 2.18 or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loans2.19, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Company's request for such withdrawal; or (b) any Lender shall become a Defaulting Lender, the Default Period for such Defaulting Lender shall remain in effect, and such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Company's request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NONNon-CONSENTING LENDERConsenting Lender") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDERTerminated Lender"), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDERReplacement Lender") in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (andB) an amount equal to all accrued, other than as specified in clause (2) below, no premium shall be payable in connection therewith)but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.9; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.17(c), 2.16 2.18 or 2.17 2.19 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentprepayment; and (3) in the event such Terminated Lender is a Non-Non- Consenting Lender, each Replacement Lender shall consent, at the time of Borrower may not make such assignment, election unless it also makes such election with respect to each matter in respect of other Lender which such Terminated Lender was is a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender's Revolving Commitments, if any, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder -------- shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASEDIncreased-COST LENDERCost Lender") shall give notice to the Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.172.17 or the Company shall have established to the reasonable satisfaction of Administrative Agent and such Lender that such Lender is entitled to such payments, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to (x) withdraw such notice or (y) waive in writing the right to receive applicable payments, in each of cases (a)(i) and (a)(ii) above, within five (5) Business Days after Company's request for such withdrawalwithdrawal or waiver; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NONNon-CONSENTING LENDERConsenting Lender") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDERTerminated Lender"), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDERReplacement Lender") in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and all accrued but unpaid fees owing to such Terminated Lender pursuant to Section 2.8 (and, other than as specified in clause (2including any prepayment premiums payable on such Loans pursuant to Section 2.10(b) below, no premium shall be payable in connection therewithif the Loans of such Lender were prepaid on such date); (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment2.17; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company Borrowers that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.16 (other than Section 2.16(c)), 2.16 2.17 or 2.172.18, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Borrowers’ request for such withdrawal; or (b) in connection with (i) any Lender shall become and continues to be a Defaulting Lender and (ii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender, pursuant to Section 2.20(b), within five (5) Business Days after Borrowers’ request that it cure such default; (c) any Lender (such Lender a “Non-Consenting Lender”) has failed to consent to a proposed amendment, modificationwaiver, termination, waiver discharge or termination requiring the consent of all of the Lenders or all of the affected Lenders requested by Borrowers under or with respect to any of the provisions hereof Financing Documents, and with respect to which the Required Revolving Lenders or Required Incremental Term Loan Lenders (as contemplated by Section 10.5(b), the consent of Requisite Lenders applicable) shall have been obtained but the consent of one granted their consent, or more of (d) any Lender (such other Lenders (each Lender, a "NON“Non-CONSENTING LENDER"Extending Lender”) whose consent is required shall that has not have been obtained; elected to participate in an Extension pursuant to Section 2.23 then, with respect to each such Increased-Cost Lender, Defaulting Lender, Non-Consenting Lender or Non-Consenting Extending Lender (the "TERMINATED LENDER"“Terminated Lender”), Company Borrowers may, subject to the consent (not to be unreasonably withheld) of the Administrative Agent and each LC Issuing Bank and by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign all or any part of its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and and, in such case, (x) the applicable Terminated Lender (except as provided in clause (y) below) shall pay any fees payable thereunder in connection with such assignmentassignment from an Increased-Cost Lender or a Defaulting Lender and (y) Borrowers shall pay any fees, costs or expenses thereunder in connection with such assignment from a Non-Consenting Lender or Non-Extending Lender; provided, (1) on the date of such assignment, the Replacement Lender shall -80- CREDIT AGREEMENT (PATTERN REVOLVER) pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.10; (2) on the date of such assignment, Company Borrowers shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.16(c), 2.16 or 2.17 or otherwise 2.18; (3) in the case of any Non-Consenting Lender, as if it were such assignment resulting from a prepayment claim for compensation under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender 2.17 or payments required to be made pursuant to Section 10.6 2.18, such assignment will result in reduction in such compensation or payments thereafter; (4) Administrative Agent shall have been paid the assignment fee (if any) specified in Section 10.6(d)(i); (5) such assignment does not conflict with applicable Governmental Rules and in (6) no Default or Event of Default has occurred and is continuing; provided, Borrowers may not make such election with respect to any Terminated Lender that is also an LC Issuing Bank unless, prior to the effectiveness of such election, Borrowers shall have caused each outstanding Letter of Credit issued thereby to be cancelled, fully Cash Collateralized or supported by a “back- to-back” Letter of Credit reasonably satisfactory to such Terminated Lender. In connection with any such replacement, if the assignment; replaced Lender does not execute and (3) in the event deliver to Administrative Agent a duly completed Assignment Agreement reflecting such Terminated Lender is replacement within a Non-Consenting Lenderperiod of time deemed reasonable by Administrative Agent, each Replacement then such replaced Lender shall consent, at the time of be deemed to have executed and delivered such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting LenderAssignment Agreement. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrowers to require such assignment and delegation cease to apply.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18 (other than Section 2.18(c)), 2.16 2.19 or 2.172.20, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's ’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, (ii) the Default Period for such Defaulting Lender shall remain in effect, and (iii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within three Business Days after Company’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees reasonably acceptable to Administrative Agent (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender Company shall pay any fees payable thereunder in connection with any such assignmentassignment from an Increased-Cost Lender or a Non-Consenting Lender, and the Defaulting Lender shall pay fees, if any, payable thereunder in connection with any such assignment from such Defaulting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.11; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17 2.20 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, that Company may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, Company shall have caused each outstanding Letter of Credit issued thereby to be cancelled, or to be backstopped or cash collateralized, in each case, in the amount of 105% of the face amount thereof. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED-COST LENDER") shall give notice to Company Borrower Representative that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.17 (other than clauses (c), 2.16 (d) and (e) thereof), 2.18 or 2.172.19 (such Lender, or pursuant to Section 2.15(ban “IncreasedCost Lender”), (ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) DOC ID - 36220401.1 such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Borrower Representative’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender and such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five (5) Business Days after Borrower Representative’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(bSections 10.05(b) or 10.05(c), the consent of Requisite Lenders (or, in the case of any proposed amendment, modification, termination waiver or consent involving all of a directly and adversely affected Class of Lenders, the Requisite Class Lenders of such affected Class) shall have been obtained but the consent of one or more of such other Lenders (each a "NON-CONSENTING LENDER"“NonConsenting Lender”) whose consent is required shall not have been obtained; then, in any case, with respect to each such Increased-Cost IncreasedCost Lender, Defaulting Lender or Non-Consenting NonConsenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company Borrower Representative may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Commitments (in respect of any applicable Facility only in the case of clause (a) or, with respect to a vote of directly and adversely affected Lenders (the “Affected Class”), clause (c)), if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 10.06 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Borrowers or the Replacement Lender shall pay to the Terminated Lender or such Issuing Bank in immediately available funds an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding assigned Loans or L/C Obligations of the such Terminated Lender or such Issuing Bank and (andB) an amount equal to all accrued, other than as specified in clause (2) below, no premium shall be payable in connection therewith)but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.10; (2) on the date of such assignment, Company Borrowers shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.10(f), 2.16 2.18 and/or 2.19, but excluding any Repricing Premium (other than, with respect to any Lender that is replaced under clause (c) above, if the amendment, modification, termination, waiver or 2.17 consent to which such Lender failed to consent had, would have had, or otherwise (would have the effect of triggering a Repricing Transaction, in which case the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(cRepricing Premium shall be included)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting NonConsenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting NonConsenting Lender; (4) any Lender that acts as an Issuing Bank may not be replaced hereunder at any time when it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuing Bank (including the furnishing of a backup standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such Issuing Bank or the depositing of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Bank) have been made with respect to each such outstanding Letter of Credit; (5) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction; (6) to the extent required for an assignment to an Eligible Assignee, the Borrower Representative shall have received the prior written consent of Administrative Agent (and, if a Revolving Commitment is being assigned, of the Swing Line Lender and the Issuing Banks), which consent(s) shall not unreasonably be withheld, delayed or conditioned; (7) in the case of any such assignment resulting from a claim for compensation under Section 2.18 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter and (8) the Lender that acts as Administrative Agent cannot be replaced in its capacity as Administrative Agent other than in accordance with Section 9.06. Upon the prepayment payment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Commitments, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower Representative exercises its option hereunder to cause an assignment by such Lender as a Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.06; it being understood that such Lender being replaced pursuant to this Section 2.22 shall (1) execute and deliver an Assignment Agreement with respect to all, or a portion as applicable, of such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, and (2) deliver any Notes evidencing such Loans to the Borrowers or Administrative Agent (or a lost or destroyed note indemnity in lieu thereof); provided that the failure of any such Lender to execute an Assignment Agreement or deliver such Notes shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment may be recorded in the Register and the Notes shall be deemed to be canceled upon such failure. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one (1) Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.06 on behalf of a NonConsenting Lender or other Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.06. Notwithstanding anything herein or in any other Credit Document to the contrary, (i) no restriction on prepayment shall affect the rights of the Borrowers under this Section 2.22 and (ii) a Lender shall not be required to make any such assignment or delegation pursuant to this Section 2.22 if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) two Business Days after Company's Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Term Loans, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the Terminated Lender, and (B) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.8; (2) on the date of such assignment, Company Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c)2.15, 2.16 or 2.17 2.17, or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.14, 2.15, 2.16 or 2.172.16, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Borrower’s request for such withdrawal; , or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Commitment, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith); (2) on the date of such assignment, Company Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.14(c), 2.16 2.15 or 2.17 2.16; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, Lender such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to the Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after the Company's ’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or such Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), the Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; (2) on the date of such assignment, the Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17 2.20; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentprepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company the Borrowers that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower Representative’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, (ii) such Defaulting Lender’s default shall remain in effect and (iii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five (5) Business Days after the Borrowers’ request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b10.05(b), the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each each, a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtainedobtained (after confirmation request received from the Administrative Agent to ratify its opposition); then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrowers may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each each, a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 10.06 and Terminated Lender the applicable Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased-Cost Lender, a Non-Consenting Lender or a Defaulting Lender; provided, that (1i) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith); (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3B) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.an amount 99

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to the Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 2.11 or 2.172.14, or pursuant to Section 2.15(b) 2.12 is unable to make Eurodollar Eurocurrency Rate Loans, the circumstances which have caused such Lender to be an Affected Lender unable to make Eurocurrency Rate Loans or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after the Company's ’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), the Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith); (2) on the date of such assignment, the Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.11 or 2.17 2.14 or otherwise (in and the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; or (c) for any reason any Lender shall have (i) failed to fund any portion of the Term Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute, (ii) otherwise failed to pay to Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or (iii) been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding (each a “Defaulting Lender”), then, with respect to each such Increased-Cost Lender or Lender, Non-Consenting Lender or Defaulting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; (2) on the date of such assignment, Company Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17 2.20; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company that such Lender is an Affected Lender or Parent Borrower that such Lender is entitled to receive payments under Section 2.152.14, 2.16 2.15 or 2.172.16, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the 38 circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Parent Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Administrative Agent and Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtainedobtained (provided that, this Section 2.17 shall not apply to any amendment, modification, termination, waiver or consent that treats a Lender differently or disproportionately as compared to the other Lenders); then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company mayParent Borrower and/or Administrative Agent may (which, in the case of an Increased-Cost Lender, only after receiving written request from Parent Borrower to remove such Increased-Cost Lender), by giving written notice to Administrative Agent Parent Borrower and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Term Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; providedprovided that, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the Terminated Lender and (andB) an amount equal to all accrued, other than as specified in clause (2) below, no premium shall be payable in connection therewith)but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.5; (2) on the date of such assignment, Company Parent Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.14 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment2.15; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; providedprovided that, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. This Section 2.17 shall not apply to AMC or its affiliates as Lender and in no event shall AMC or any of its affiliates be designated as a Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company Borrower that such Lender is an Affected affected Lender or that such Lender is entitled to receive payments under Section 2.155.01, 2.16 Section 5.03 or 2.17Section 5.04, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; withdrawal or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)12.02, the consent of Requisite the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; , then, with respect to each such Increased-Increased Cost Lender or and Non-Consenting Lender (the "TERMINATED LENDER"each, a “Terminated Lender”), Company the Administrative Agent may, by giving written notice to the Borrower (which, in the case of an Increased-Cost Lender, only after receiving written request from the Borrower to remove such Increased-Cost Lender), or the Borrower may, by giving written notice to the Administrative Agent and Agent, and, in each case, any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and Commitments in full to one or more Eligible Assignees Persons (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 12.04 and the Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, provided that (1) on the date of such assignment, the Replacement Lender shall pay to such Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, and the Borrower shall pay to such Terminated Lender the Total Call Premium (and, other than calculated as specified in clause (2) below, no premium if 100% of such Terminated Lender’s Loans were repaid on the date of such assignment); provided further that if the Borrower pays the Total Call Premium to such Terminated Lender then the Replacement Lender shall not be payable in connection therewith)entitled to any Call Premium; (2) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 5.01 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment5.03; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts amounts, including for the avoidance of doubt, any payments owed to the Terminated Lender with respect to the Total Call Premium, owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, provided that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that (x) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee, and (y) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided that any such documents shall be without recourse to or warranty by the parties thereto.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, 2.18 or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loans2.19, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Company's ’s request for such withdrawal; or (b) any Lender shall become a Defaulting Lender, the Default Period for such Defaulting Lender shall remain in effect, and such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Company’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawing that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.10; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.17(c), 2.16 2.18 or 2.17 2.19 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentprepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, Company may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, Company shall have caused each outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company that such Lender is an Affected Lender or Parent Borrower that such Lender is entitled to receive payments under Section 2.152.16, 2.16 2.17 or 2.172.18, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Parent Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Administrative Agent and Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtainedobtained (provided that, this Section 2.19 shall not apply to any amendment, modification, termination, waiver or consent that treats a Lender differently or disproportionately as compared to the other Lenders); then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company mayParent Borrower and/or Administrative Agent may (which, in the case of an Increased-Cost Lender, only after receiving written request from Parent Borrower to remove such Increased-Cost Lender), by giving written notice to Administrative Agent Parent Borrower and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Term Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; providedprovided that, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the Terminated Lender and (andB) an amount equal to all accrued, other than as specified in clause (2) below, no premium shall be payable in connection therewith)but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2) on the date of such assignment, Company Parent Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17 or otherwise (in the case of and any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by amounts that would be payable to such Terminated Lender pursuant to Section 10.6 and in connection with the assignment2.10(c) if such assignment were instead a prepayment or repricing to which Section 2.10(c) applied; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; providedprovided that, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; or (c) for any reason any Lender shall have (i) failed to fund any portion of the Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute, (ii) otherwise failed to pay to Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or (iii) been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding (each a “Defaulting Lender”), then, with respect to each such Increased-Cost Lender or Lender, Non-Consenting Lender or Defaulting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender Borrower shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; (2) on the date of such assignment, Company Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17 2.20; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED-COST LENDER") shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments or that the Borrower is required to make payments under Section 2.15, 2.16 or 2.172.17 (an “Increased Cost Lender”), or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive or the Borrower to make such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)9.1, the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER") Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 10.6 9.6 (each a “Replacement Lender”) and Terminated Lender the Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased Cost Lender or a Non- Consenting Lender; providedprovided that, (1A) on the date of such assignment, such Terminated Lender shall have received payment from the Replacement Lender shall pay to Terminated Lender or the Borrower in an amount equal to the sum of (1) the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause and (2) belowall accrued, no premium shall be payable in connection therewith)but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2B) in the case of any such assignment resulting from a claim for compensation under Section 2.15(c), 2.16 or 2.17, such assignment will result in a material reduction in such compensation and on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c)2.15, 2.16 or 2.17 2.17; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3C) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 9.6; provided that each party hereto agrees that an assignment required pursuant to this Section 2.19 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASEDIncreased-COST LENDERCost Lender") shall give notice to Company Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after CompanyBorrower's request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NONNon-CONSENTING LENDERConsenting Lender") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDERTerminated Lender"), Company Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDERReplacement Lender") in accordance with the provisions of Section 10.6 and Terminated Lender in the case of clause (b), above, or Borrower or the Replacement Lender, in each other case shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (and, other than as specified in clause (2B) below, no an amount equal to the prepayment premium shall that would otherwise be payable in connection therewithreceived by such Lender under Section 2.13(d); (2) on the date of such assignment, Company Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17 2.20; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, 2.18 or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loans2.19, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Company's ’s request for such withdrawal; or (b) any Lender shall become a Defaulting Lender, the Default Period for such Defaulting Lender shall remain in effect, and such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Company’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.11; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17 2.20 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentprepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, Company may not make such election with respect to any Terminated Lender that is also a Fronting Bank unless, prior to the effectiveness of such election, Company shall have caused each outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; , provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASEDIncreased-COST LENDERCost Lender") shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.16, 2.16 2.17(c) or 2.172.18, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Companythe Borrower's request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b9.5(b), the consent of the Administrative Agent, Lead Agents and Requisite Lenders shall have been obtained but the consent of one (1) or more of such other Lenders (each a "NONNon-CONSENTING LENDERConsenting Lender") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDERTerminated Lender"), Company maythe Administrative Agent (y) shall, if requested by the Borrower in writing, which notice shall identify a Replacement Lender (as defined below) and (z) may (but in the case of an Increased-Cost Lender, only after receiving written request from the Borrower to remove such Increased-Cost Lender), in each case, by giving written notice to Administrative Agent the Borrower and any Terminated Lender of its the Borrower's or the Administrative Agent’s election to do so, elect to cause instruct such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Revolving Loans and its Revolving Commitments, if any, in full to one (1) or more Eligible Assignees designated by the Borrower or the Administrative Agent, as the case may be, (each a "REPLACEMENT LENDERReplacement Lender") in accordance with with, and subject to the provisions of of, Section 10.6 9.6 and such Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to such Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; (2) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.17(c) or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment2.18; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company that such Lender is or becomes an Affected Lender or that such Lender is or becomes entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.17, 2.20 (and such Lender has declined or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loansdesignate a different lending office in accordance with Section 2.21), and (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect; or (b) (i) any Lender shall become a Defaulting Lender, (ii) such Defaulting Lender’s default shall remain in effect and (iii) such Defaulting Lender shall fail to withdraw such notice cure the default as a result of which it has become a Defaulting Lender within five (5) Business Days after Company's request for such withdrawalthereafter; or (bc) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b10.05(b), the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 10.06 and Terminated Lender the Borrower shall pay any fees the expenses and fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased-Cost Lender or a Non-Consenting Lender, and a Defaulting Lender and the Borrower shall pay the expenses and fees, if any, payable thereunder in connection with any such assignment from such Defaulting Lender; provided, that (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; (2) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.13(c), 2.16 2.18(c), 2.19 or 2.17 2.20; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentprepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; and (4) in the case of any such assignment resulting from a claim for compensation under Section 2.20 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter. Upon the prepayment of all amounts owing to any Terminated Lender, Lender such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.06. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one (1) Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.06 on behalf of a Non-Consenting Lender, Defaulting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.06.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Lender (an "INCREASED-COST LENDER") shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, 2.18 or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loans2.19, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Company's request for such withdrawal; or (b) any Lender shall become a Defaulting Lender, the Default Period for such Defaulting Lender shall remain in effect, and such Defaulting Lender shall fall to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Company's request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON-CONSENTING LENDER") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER") in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; providedPROVIDED, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawing that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.10; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.17(c), 2.16 2.18 or 2.17 2.19 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentprepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender's Revolving Commitments, if any, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; providedPROVIDED, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, 2.18 or pursuant to Section 2.15(b2.19, (ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"each, a “Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees (each each, a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and such Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, provided (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; (2) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c)2.17, 2.16 2.18 or 2.17 2.19, or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment prepayment; (3) to the extent an assignment to such Replacement Lender would require the consent of the Administrative Agent under Section 2.10(c)) and Company 10.6, such Replacement Lender shall reimburse be reasonably acceptable to the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentAdministrative Agent; and (34) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Term Loan Commitments, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, provided any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that, if it becomes a Terminated Lender and its rights and claims are assigned hereunder to a Replacement Lender pursuant to this Section 2.22, it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment Agreement; provided, however, that the failure of any Terminated Lender to execute an Assignment Agreement shall not render such assignment invalid.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Lender (an "INCREASED-COST LENDER") shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.17, or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loans2.20, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Company's request for such withdrawal; or (b) any Lender shall become a Defaulting Lender, the Default Period for such Defaulting Lender shall remain in effect, and such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five (5) Business Days after Company's request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON-CONSENTING LENDER") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER") in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.11; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17 2.20 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentprepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, Company may not make such election with respect to any Terminated Lender that is also (x) an Issuing Bank unless, prior to the effectiveness of such election, Company shall have caused each outstanding Letter of Credit issued thereby to be cancelled and (y) the Collateral Monitoring Agent, unless a replacement Collateral Monitoring Agent agrees to be appointed as Collateral Monitoring Agent and assumes the duties and responsibilities of the Collateral Monitoring Agent hereunder and under the Credit Documents. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender's Revolving Commitments, if any, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED-COST LENDER"“Increased Cost Lender”) shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)9.1, the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER") Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 10.6 9.6 (each a “Replacement Lender”) and Terminated Lender the Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased Cost Lender or a Non-Consenting Lender; providedprovided that, (1A) on the date of such assignment, such Terminated Lender shall have received payment from the Replacement Lender shall pay to Terminated Lender or the Borrower in an amount equal to the sum of (1) the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause and (2) belowall accrued, no premium shall be payable in connection therewith)but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2B) in the case of any such assignment resulting from a claim for compensation under Section 2.15(c), 2.16 or 2.17, such assignment will result in a material reduction in such compensation and on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c)2.15, 2.16 or 2.17 2.17; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3C) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 9.6; provided that each party hereto agrees that an assignment required pursuant to this Section 2.19 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.17, or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loans2.20, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Company's ’s request for such withdrawal; or (b) any Lender shall become a Defaulting Lender, the Default Period for such Defaulting Lender shall remain in effect, and such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Company’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawing that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.11; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17 2.20 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentprepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, Company may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, Company shall have caused each outstanding Letter of Credit issued thereby to be cancelled or transferred to a new Issuing Bank. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED-COST LENDER"“Increased Cost Lender”) shall give notice to Company Borrower that such Lender is an Affected affected Lender or that such Lender is entitled to receive payments under Section 2.155.01, 2.16 Section 5.03 or 2.17Section 5.04, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Companythe Borrower's request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)13.02 that requires the consent of all Lenders, the consent of Requisite the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; , then, with respect to each such Increased-Increased Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Administrative Agent may, by giving written notice to Borrower (which, in the case of an Increased Cost Lender, only after receiving written request from the Borrower to remove such Increased Cost Lender), or the Borrower may, by giving written notice to the Administrative Agent and Agent, and, in each case, any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees Persons (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 13.04 and the Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, that (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; (2) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 5.01 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment5.03; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.. Each party hereto agrees that (x) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee, and (y) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to be bound by the terms thereof; provided, that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided, that any such documents shall be without recourse to or warranty by the parties thereto. 44 102120121

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, and (B) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.11; (2) on the date of such assignment, Company Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17 2.20; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.15 or 2.16, 2.16 or 2.17, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, effect and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; (b) any Lender shall become a Defaulting Lender; or (bc) in connection with any proposed amendmentwaiver, modificationamendment or other modification of any Credit Document, termination, waiver or any consent with respect to any departure by any Credit Party therefrom, of the provisions hereof as contemplated by type referred to in Section 10.5(b9.05(b), the consent of the Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each each, a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required but shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"each, a “Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its Commitment (prior to the funding of the Loans on the Funding Date) and its outstanding Loans (after the funding of the Loans on the Funding Date) in full to one or more Eligible Assignees (each each, a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 9.06 and Terminated Lender the Borrower shall pay any fees the fees, if any, payable thereunder under such Section in connection with any such assignment; provided, provided that (1i) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the such Terminated Lender and (andB) an amount equal to all accrued, other than as specified in clause (2) belowbut theretofore unpaid commitment fees, no premium shall be payable in connection therewith)if any, owing to such Terminated Lender pursuant to Section 2.08; (2ii) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.14(c), 2.16 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.,

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 2.13 or 2.172.16, or pursuant to Section 2.15(b) 2.14 is unable to make Eurodollar Eurocurrency Rate Loans, the circumstances which have caused such Lender to be an Affected Lender unable to make Eurocurrency Rate Loans or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Company's ’s request for such withdrawal; (b) any Lender is a Defaulting Lender; or (bc) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith); (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.13 or 2.16 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED-COST LENDER"“Increased Cost Lender”) shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)9.1, the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER") Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 10.6 9.6 (each a “Replacement Lender”) and Terminated Lender the Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased Cost Lender or a Non-Consenting Lender; providedprovided that, (1A) on the date of such assignment, such Terminated Lender shall have received payment from the Replacement Lender shall pay to Terminated Lender or the Borrower in an amount equal to the sum of (1) the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause and (2) belowall accrued, no premium shall be payable in connection therewith)but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2B) in the case of any such assignment resulting from a claim for compensation under Section 2.15(c), 2.16 or 2.17, such assignment will result in a material reduction in such compensation and on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c)2.15, 2.16 or 2.17 2.17; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3C) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 9.6; provided that each party hereto agrees that an assignment required pursuant to this Section 2.19 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Lender (an "INCREASED-COST LENDER") shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.19, 2.16 Section 2.20 or 2.17, or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loans2.21, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Company's request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b) or Section 10.5(c), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON-CONSENTING LENDER") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so: (i) prepay on the date of such termination any outstanding Term Loans made by such Terminated Lender, together with accrued and unpaid interest thereon and any other amounts payable to such Terminated Lender hereunder pursuant to Section 2.18(c), 2.19, 2.20 or 2.21 or otherwise; or (ii) elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Term Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER") in accordance with the provisions of Section 10.6 (and Terminated Lender no processing or recordation fee shall pay any fees be payable thereunder in connection with such assignmentunder Section 10.6); provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith); (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19, 2.20 or 2.17 2.21 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (32) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.7(a). Upon the prepayment of all amounts owing to any Terminated Lender, Lender such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)9.05, the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Term Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 9.06 and Terminated Lender the Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased-Cost Lender or a Non-Consenting Lender; provided, that (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the Terminated Lender and (and, other than as specified in clause (2B) below, no premium shall be payable in connection therewith)an amount equal to all accrued but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.08; (2) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.15(b), 2.16 or 2.17 2.17; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentprepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 9.06. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.06 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.06.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company Borrowers that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.16 (other than Section 2.16(c)), 2.16 2.17 or 2.172.18, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Borrowers’ request for such withdrawal; or (b) in connection with (i) any Lender shall become and continues to be a Defaulting Lender and (ii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender, pursuant to Section 2.20(b), within five (5) Business Days after Borrowers’ request that it cure such default; (c) any Lender (such Lender a “Non-Consenting Lender”) has failed to consent to a proposed amendment, modificationwaiver, termination, waiver discharge or termination requiring the consent of all of the Lenders or all of the affected Lenders requested by Borrowers under or with respect to any of the provisions hereof Financing Documents, and with respect to which the Required Revolving Lenders or Required Incremental Term Loan Lenders (as contemplated by Section 10.5(b), the consent of Requisite Lenders applicable) shall have been obtained but the consent of one granted their consent, or more of (d) any Lender (such other Lenders (each Lender, a "NON“Non-CONSENTING LENDER"Extending Lender”) whose consent is required shall that has not have been obtained; elected to participate in an Extension pursuant to Section 2.23 then, with respect to each such Increased-Cost Lender, Defaulting Lender, Non-Consenting Lender or Non-Consenting Extending Lender (the "TERMINATED LENDER"“Terminated Lender”), Company Borrowers may, subject to the consent (not to be unreasonably withheld) of the Administrative Agent and each LC Issuing Bank and by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign all or any part of its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and and, in such case, (x) the applicable Terminated Lender (except as provided in clause (y) below) shall pay any fees payable thereunder in connection with such assignmentassignment from an Increased-Cost Lender or a Defaulting Lender and (y) Borrowers shall pay any fees, costs or expenses thereunder in connection with such assignment from a Non-Consenting Lender or Non-Extending Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.10; (2) on the date of such assignment, Company Borrowers shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.16(c), 2.16 or 2.17 or otherwise 2.18; (3) in the case of any Non-Consenting Lender, as if it were such assignment resulting from a prepayment claim for compensation under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender 2.17 or payments required to be made pursuant to Section 10.6 2.18, such assignment will result in reduction in such compensation or payments thereafter; (4) Administrative Agent shall have been paid the assignment fee (if any) specified in Section 10.6(d)(i); (5) such assignment does not conflict with applicable Governmental Rules and in (6) no Default or Event of Default has occurred and is continuing; provided, Borrowers may not make such election with respect to any Terminated Lender that is also an LC Issuing Bank unless, prior to the effectiveness of such election, Borrowers shall have caused each outstanding Letter of Credit issued thereby to be cancelled, fully Cash Collateralized or supported by a “back-to-back” Letter of Credit reasonably satisfactory to such Terminated Lender. In connection with any such replacement, if the assignment; replaced Lender does not execute and (3) in the event deliver to Administrative Agent a duly completed Assignment Agreement reflecting such Terminated Lender is replacement within a Non-Consenting Lenderperiod of time deemed reasonable by Administrative Agent, each Replacement then such replaced Lender shall consent, at the time of be deemed to have executed and delivered such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting LenderAssignment Agreement. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrowers to require such assignment and delegation cease to apply.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Borrower’s request for such withdrawal; or (b) (i) any Lender shall become and continues to be a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default pursuant to Section 2.22(b) within five Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"a “Terminated Lender”), Company Borrower may, by giving written notice to Administrative Agent and any the applicable Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from such Terminated Lender; provided, provided that (1) on the date of such assignment, the applicable Replacement Lender shall pay to such Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the such Terminated Lender and (andB) an amount equal to all accrued, other than as specified in clause (2) belowbut theretofore unpaid, no premium shall be payable in connection therewith)fees owing to such Terminated Lender pursuant to Section 2.11; (2) on the date of such assignment, Company Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.13(b), 2.16 2.18(c), 2.19 or 2.17 2.20 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Term Commitments, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, provided that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Terminated Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of such Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6. Any removal of RBC or its successor as a Defaulting Lender pursuant to this Section shall also constitute the removal of RBC or its successor as Administrative Agent pursuant to Section 9.7.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.14, 2.15, 2.16 or 2.172.16, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Borrower’s request for such withdrawal; , or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Commitment, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; (2) on the date of such assignment, Company Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.14(c), 2.16 2.15 or 2.17 2.16; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, Lender such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED-COST LENDER") shall give notice to Company Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18 or 2.19 (such Lender, 2.16 or 2.17an “Increased-Cost Lender”), or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(bSections 10.05(b) or 10.05(c), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, in any case, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 10.06 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, Borrower or the Replacement Lender shall pay to the Terminated Lender in immediately available funds an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the such Terminated Lender and (andB) an amount equal to all accrued, other than as specified in clause (2) below, no premium shall be payable in connection therewith)but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.10; (2) on the date of such assignment, Company Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c)2.18 and/or 2.19, 2.16 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; (4) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction; (5) Borrower shall have received the prior written consent of Administrative Agent which consent shall not unreasonably be withheld, delayed or conditioned; (6) in the case of any such assignment resulting from a claim for compensation under Section 2.18 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter and (7) the Lender that acts as Administrative Agent cannot be replaced in its capacity as Administrative Agent other than in accordance with Section 9.06. Upon the prepayment payment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Commitments, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.06; it being understood that such Lender being replaced pursuant to this Section 2.22 shall (1) execute and deliver an Assignment Agreement with respect to all, or a portion as applicable, of such Lender’s Commitment and outstanding Loans and (2) deliver any Notes evidencing such Loans to Borrower or Administrative Agent (or a lost or destroyed note indemnity in lieu thereof); provided that the failure of any such Lender to execute an Assignment Agreement or deliver such Notes shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment may be recorded in the Register and the Notes shall be deemed to be canceled upon such failure. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one (1) Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.06 on behalf of a Non-Consenting Lender or other Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.06. Notwithstanding anything herein or in any other Credit Document to the contrary, (i) no restriction on prepayment shall affect the rights of Borrower under this Section 2.22 and (ii) a Lender shall not be required to make any such assignment or delegation pursuant to this Section 2.22 if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED-COST LENDER"“Increased Cost Lender”) shall give notice to Company Borrower that such Lender is an Affected affected Lender or that such Lender is entitled to receive payments under Section 2.155.01, 2.16 Section 5.03 or 2.17Section 5.04, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)13.02 that requires the consent of all Lenders, the consent of Requisite the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; , then, with respect to each such Increased-Increased Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Administrative Agent may, by giving written notice to Borrower (which, in the case of an Increased Cost Lender, only after receiving written request from the Borrower to remove such Increased Cost Lender), or the Borrower may, by giving written notice to the Administrative Agent and Agent, and, in each case, any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees Persons (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 13.04 and the Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, that (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; (2) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 5.01 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment5.03; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that (x) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee, and (y) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to be bound by the terms thereof; provided, that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided, that any such documents shall be without recourse to or warranty by the parties thereto.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15Sections 2.12, 2.16 2.13 or 2.172.14, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which that have caused such Lender to be an Affected Lender or which that entitle such Lender to receive such payments or require the Borrower to make such payments shall remain in effect, and (iii) in the case of payments under Section 2.12 or 2.13, such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; (b) any Lender is a Defaulting Lender or (bc) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b9.5(b), the consent of the Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each each, a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each each, a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 9.6 and Terminated Lender the Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased-Cost Lender, Defaulting Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.7; (2) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(cSections 2.12(b), 2.16 2.13 or 2.17 2.14 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)(including, other than with respect to any Defaulting Lender, any Applicable Prepayment Premium) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.a

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Lender (an "INCREASED-COST LENDER") shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.17, or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loans2.20, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Company's request for such withdrawal; or (b) any Lender shall become a Defaulting Lender, the Default Period for such Defaulting Lender shall remain in effect, and such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Company's request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON-CONSENTING LENDER") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER") in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawing that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.11; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17 2.20 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentprepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.each

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, and in each case, such Lender has declined or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loansdesignate a different lending office in accordance with Section 2.18, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each each, a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender the Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased-Cost Lender, a Non-Consenting Lender; provided, provided that (1) in the case of any such assignment resulting from a claim for compensation under Section 2.16 or payment required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments thereafter; (2) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender the sum of an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; (23) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17 2.17; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment2.9; and (34) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon Each Lender agrees that if the prepayment of all amounts owing Borrower exercises its option hereunder to any cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall no longer constitute a "Lender" be effective for purposes hereof; provided, any rights of such Terminated Lender documenting an assignment pursuant to indemnification hereunder shall survive as to such Terminated LenderSection 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Lender (an "INCREASED-COST LENDER") shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, 2.18 or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loans2.19, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Company's request for such withdrawal; or (b) any Lender shall become a Defaulting Lender, the Default Period for such Defaulting Lender shall remain in effect, and such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Company's request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON-CONSENTING LENDERLender") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER") in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawing that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.10; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.17(c), 2.16 2.18 or 2.17 2.19 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentprepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, Company may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, Company shall have caused each outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender's Revolving Commitments, if any, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASEDIncreased-COST LENDERCost Lender") shall give notice to Company Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after CompanyBorrower's request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NONNon-CONSENTING LENDERConsenting Lender") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDERTerminated Lender"), Company Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDERReplacement Lender") in accordance with the provisions of Section 10.6 and Terminated Lender Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, and (B) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.11; (2) on the date of such assignment, Company Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17 2.20; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED-COST LENDER"“Increased Cost Lender”) shall give notice to Company Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15‎Section 2.18, 2.16 or 2.17‎2.19, or pursuant to Section 2.15(b2.20, (ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Borrower’s request for such withdrawal; , (b) [reserved], or (bc) in connection with any proposed amendment, modification, termination, waiver waiver, or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b‎Section 10.05(b), the consent of Requisite Administrative Agent and Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company mayAdministrative Agent may (which, in the case of an Increased Cost Lender, only after receiving written request from Borrower to remove such Increased Cost Lender), by giving written notice to Administrative Agent Borrower and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 ‎Section 10.06, and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, that (1A) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (1) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, together with, in the case of a Non-Consenting Lender, the Applicable Prepayment Premium with respect thereto (as if such Loans had been prepaid to such Non-Consenting Lender (and, other than as specified in clause pursuant to Section 2.12 hereof) and (2) belowan amount equal to all accrued, no premium shall be payable in connection therewith); but theretofore unpaid fees owing to such Terminated Lender pursuant to ‎Section 2.10, (2B) on the date of such assignment, Company Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c)‎Section 2.18 or ‎2.19, 2.16 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3C) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Commitments, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED-COST LENDER"“Increased Cost Lender”) shall give notice to Company Borrower that such Lender is an Affected affected Lender or that such Lender is entitled to receive payments under Section 2.155.01, 2.16 Section 5.03 or 2.17Section 5.04, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Companythe Borrower's request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)13.02 that requires the consent of all Lenders, the consent of Requisite the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; , then, with respect to each such Increased-Increased Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Administrative Agent may, by giving written notice to Borrower (which, in the case of an Increased Cost Lender, only after receiving written request from the Borrower to remove such Increased Cost Lender), or the Borrower may, by giving written notice to the Administrative Agent and Agent, and, in each case, any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees Persons (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 13.04 and the Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, that (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; (2) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 5.01 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment5.03; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that (x) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee, and (y) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to be bound by the terms thereof; provided, that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided, that any such documents shall be without recourse to or warranty by the parties thereto.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company Representative that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, 2.18 or pursuant to Section 2.15(b2.19, (ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; or (c) any Lender (or its Lender Parent) has become the subject of a Bail-In Action (a “Bailed-In Lender”); then, with respect to each such Increased-Cost Lender or Lender, Non-Consenting Lender or Bailed-In Lender (the "TERMINATED LENDER"“Terminated Lender”), Company Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, or Administrative Agent may, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender (or, with respect to a Bailed-In Lender, the Bailed-In Lender, the Replacement Lender or the Borrower, at the Borrower’s election) shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (andB) an amount equal to all accrued, other than as specified in clause (2) below, no premium shall be payable in connection therewith)but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.10; (2) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.17(c), 2.16 2.18 or 2.17 2.19, or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentprepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender and (4) each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the Replacement Lender, and that the Terminated Lender need not be a party thereto in order for such assignment to be effective. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED-COST LENDER"“Increased‑Cost Lender”) shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.14, 2.16 2.15 or 2.172.16, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become and continues to be a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default pursuant to Section 2.18(b) within five Business Days after the Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b9.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON-CONSENTING LENDER"“Non‑Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Increased‑Cost Lender, Defaulting Lender or Non-Consenting Non‑Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 9.6 and Terminated Lender the Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased-Cost Lender, a Non-Consenting Lender or a Defaulting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (andB) an amount equal to all accrued, other than as specified in clause (2) below, no premium shall be payable in connection therewith)but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.7; (2) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.14(c), 2.16 2.15 or 2.17 2.16; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment2.9(b); and (3) such assignment does not conflict with applicable law; (4) in the event such Terminated Lender is a Non-Consenting Non‑Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Non‑Consenting Lender; and (5) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 9.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Lender (an "INCREASED-COST LENDER") shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, 2.18 or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loans2.19, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Company's request for such withdrawal; or (b) any Lender shall become a Defaulting Lender, the Default Period for such Defaulting Lender shall remain in effect, and such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Company's request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON-CONSENTING LENDER") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER") in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; providedPROVIDED, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (andB) an amount equal to all accrued, other than as specified in clause (2) below, no premium shall be payable in connection therewith)but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.9; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.17(c), 2.16 2.18 or 2.17 2.19 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentprepayment; and (3) in the event such Terminated Lender is a Non-Non- Consenting Lender, each Replacement Lender shall consent, at the time of Borrower may not make such assignment, election unless it also makes such election with respect to each matter in respect of other Lender which such Terminated Lender was is a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender's Revolving Commitments, if any, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; providedPROVIDED, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company that such Lender is an Affected Lender or Parent Borrower that such Lender is entitled to receive payments under Section 2.152.14, 2.16 2.15 or 2.172.16, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Parent Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Administrative Agent and Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtainedobtained (provided that, this Section 2.17 shall not apply to any amendment, modification, termination, waiver or consent that treats a Lender differently or disproportionately as compared to the other Lenders); then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company mayParent Borrower and/or Administrative Agent may (which, in the case of an Increased-Cost Lender, only after receiving written request from Parent Borrower to remove such Increased-Cost Lender), by giving written notice to Administrative Agent Parent Borrower and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Term Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; providedprovided that, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the Terminated Lender and (andB) an amount equal to all accrued, other than as specified in clause (2) below, no premium shall be payable in connection therewith)but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.5; (2) on the date of such assignment, Company Parent Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.14 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment2.15; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; providedprovided that, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. This Section 2.17 shall not apply to AMC or its affiliates as Lender and in no event shall AMC or any of its affiliates be designated as a Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASEDIncreased-COST LENDERCost Lender") shall give notice to Company Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18 (other than Section 2.19 or 2.20, 2.16 or 2.17, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after CompanyBorrower's request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NONNon-CONSENTING LENDERConsenting Lender") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the each a "TERMINATED LENDERTerminated Lender"), Company Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Term Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDERReplacement Lender") in accordance with the provisions of Section 10.6 and Terminated Lender Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of principal of, and all accrued interest on, all outstanding Term Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; (2) on the date of such assignment, Company Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17 2.20; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender's Term Loan Commitments, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that, if it becomes a Terminated Lender and its rights and claims are assigned hereunder to a Replacement Lender pursuant to this Section 2.22, it shall execute and deliver to Administrative Agent an Assignment Agreement to evidence such assignment, together with any Note (if such Term Loans are evidenced by a Note) evidencing the Term Loans subject to such Assignment Agreement; provided, however, that the failure of any Terminated Lender to execute an Assignment Agreement shall not render such assignment invalid.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company that such Lender is an Affected Lender or the Borrower that such Lender is entitled to receive payments under Section 2.152.13 or Section 2.14, 2.16 or 2.17, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)16.01, the consent of Requisite Lenders Administrative Agent and any Lender that is an Affiliate of the Administrative Agent shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; or (c) the Administrative Agent (together with any Lender directing the Administrative Agent, a “Benchmark Replacement Lender”) shall replace the Benchmark pursuant to Section 2.19 in a manner that is not in substantially the same manner as applied to other similarly situated borrowers under comparable credit facilities; then, with respect to each such Increased-Cost Lender or Lender, Non-Consenting Lender or Benchmark Replacement Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Commitments, if any, in full to one or more Eligible Assignees identified by the Borrower (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment14.01; provided, (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest Interest on, all outstanding Loans Outstanding of the Terminated Lender, and (B) an amount equal to all accrued, but theretofore unpaid, fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.06; (2) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17 or otherwise 2.13 and/or Section 2.14 and any other amounts due to such Terminated Lender; (3) in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by event such Terminated Lender pursuant to is an Increased-Cost Lender, such assignment will result in a reduction in any claims for payments under Section 10.6 and in connection with the assignment; 2.13 and/or Section 2.14, as applicable, and (34) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Commitments, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.that any

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, 2.18 or pursuant to Section 2.15(b2.19, (ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; (b) any Lender is a Defaulting Lender; or (bc) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof of this Agreement that requires the consent of 100% of the Lenders or 100% of the Lenders of a particular Class or Series or the Lenders directly affected thereby as contemplated by Section 10.5(b9.08(b), the consent of Requisite the Lenders collectively having Aggregate Exposure representing more than 50.0% of the Aggregate Exposure of all Lenders required to consent to such matter shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 9.04 (provided that in the event such Terminated Lender does not execute an Assignment and Acceptance, such Terminated Lender shall be deemed to have consented to such Assignment and Acceptance, and such Assignment and Acceptance shall be effective notwithstanding the failure of such Terminated Lender to execute the same) and the Borrower shall pay any reasonable fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings under Letters of Credit and participations in Swingline Loans that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.10; (2) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.17(c), 2.16 2.18 or 2.17 2.19 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under prepayment, (3) in the case of a Non-Consenting Lender that is a Term Lender, the Borrower shall pay to such Non-Consenting Lender the repayment premiums specified in Section 2.10(c)2.12(c) and Company shall reimburse on the Terminated principal amount of Term Loans of such Non-Consenting Lender for any fees paid by outstanding immediately prior to such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; assignment and (34) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, the Borrower may not make such election with respect to the Revolving Commitments (and the related Revolving Loans) of any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued by such Terminated Lender to be cancelled or converted or Cash Collateralized or a back-to-back Letter of Credit reasonably satisfactory to such Terminated Lender and the Administrative Agent shall have been issued to such Terminated Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s undrawn Commitments, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Lender (an "INCREASEDIncreased-COST LENDERCost Lender") shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.13, 2.14 or 2.15, 2.16 or 2.17, or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Company's request for such withdrawal; or (b) any Lender shall become a Defaulting Lender, the Default Period for such Defaulting Lender shall remain in effect, and such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Company's request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b8.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON-CONSENTING LENDERNon- Consenting Lender") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Non- Consenting Lender (the "TERMINATED LENDERTerminated Lender"), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Term Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDERReplacement Lender") in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on -------- the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.13(c), 2.16 2.14 or 2.17 2.15 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentprepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder -------- shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's ’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders Administrative Agent shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Administrative Agent may (which, in the case of an Increased-Cost Lender, only after receiving written request from Company mayto remove such Increased-Cost Lender), by giving written notice to Administrative Agent Company and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Term Loans and Multi-Draw Term Loan Commitment, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the Terminated Lender and (andB) an amount equal to all accrued, other than as specified in clause (2) below, no premium shall be payable in connection therewith)but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.10; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.18 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment2.19; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. In the event that the Terminated Lender fails to execute an Assignment Agreement pursuant to Section 10.6 within five Business Days after receipt by the Terminated Lender of notice of replacement pursuant to this Section 2.22 and presentation to such Terminated Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.22, the Terminated Lender shall be deemed to have executed and delivered such Assignment Agreement, and upon the execution and delivery of Assignment Agreement by the Replacement Lender and Administrative Agent, shall be effective for purposes of this Section 2.22 and Section 10.6. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Multi-Draw Term Loan Commitments, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.16, 2.16 2.17(c) or 2.172.18, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b9.5(b), the consent of the Administrative Agent and the Requisite Lenders shall have been obtained but the consent of one (1) or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company maythe Administrative Agent (y) shall, if requested by the Borrower in writing, which notice shall identify a Replacement Lender (as defined below) and (z) may (but in the case of an Increased-Cost Lender, only after receiving written request from the Borrower to remove such Increased-Cost Lender), in each case, by giving written notice to Administrative Agent the Borrower and any Terminated Lender of its the Borrower’s or the Administrative Agent’s election to do so, elect to cause instruct such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one (1) or more Eligible Assignees designated by the Borrower or the Administrative Agent, as the case may be, (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with with, and subject to the provisions of of, Section 10.6 9.6 and such Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to such Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; (2) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.17(c) or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment2.18; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Lender (an "INCREASEDIncreased-COST LENDERCost Lender") shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.16, 2.16 2.17 or 2.17, or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loans2.18, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Company's request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)Lender shall become a Defaulting Lender, the consent Default Period for such Defaulting Lender shall remain in effect, and such Defaulting Lender shall fail to cure the default as a result of Requisite Lenders shall have been obtained but the consent of one or more of which it has become a Defaulting Lender within five Business Days after Company's request that it cure such other Lenders (each a "NON-CONSENTING LENDER") whose consent is required shall not have been obtaineddefault; then, with respect to each such Increased-Cost Lender or Non-Consenting Defaulting Lender (the "TERMINATED LENDERTerminated Lender"), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDERReplacement Lender") in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (andB) an amount equal to all accrued, other than as specified in clause (2) below, no premium shall be payable in connection therewith); but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.9 and (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.16(c), 2.16 or 2.17 or 2.18 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lenderprepayment. Upon the prepayment payment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender's Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender the assignment fees, if any, in connection with such assignment shall be paid as follows: Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, of all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; (2) on the date of such assignment, Company Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17 2.20; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)prepayment; (3) on the next Interest Payment Date, an amount equal to accrued interest and Company shall reimburse the Terminated Lender for any all accrued, but theretofore unpaid fees paid by such Terminated Lender pursuant to Section 10.6 2.11, if any, shall be paid to Terminated Lender and Replacement Lender in connection accordance with the assignmentSection 10.6(d); and (34) in the event such Terminated Lender is a Non-Consenting Lender, (I) Borrower shall pay any amounts payable to such Non-Consenting Lender pursuant to Section 2.13(b), and (II) each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, Lender such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Lender (an "INCREASED-COST LENDER") shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 2.5 or 2.17, Section 2.6A or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loans2.6B, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Companythe Borrower's request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON-CONSENTING LENDER") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the a "TERMINATED LENDER"), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER") in accordance with the provisions of Section 10.6 8.1 for a purchase price equal to the outstanding principal amount of the Loans assigned and accrued interest thereon and accrued and theretofore unpaid fees owing to such Terminated Lender shall pay any fees payable thereunder in connection with such under Section 2.3 through the date of assignment; provided, (1) to be paid by the Replacement Lender on the date of such assignment; provided, that on the last day of the next successive Interest Period, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith); (2) on the date of such assignment, Company Borrower shall pay any amounts payable to such Terminated Lender to the date of such assignment pursuant to Section 2.15(c), 2.16 Sections 2.5 or 2.17 2.6 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse prepayment. Upon the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time completion of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon assignment and the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED-COST LENDER"“Increased Cost Lender”) shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.19, 2.16 2.20 or 2.172.21, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; or (b) [reserved]; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)9.1 or in connection with any Extension, the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required (or, in the case of an Extension, whose consent is required in order to extend the maturity date of all Term Loans or Commitments of such Class) shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Term Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER") Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 10.6 9.6 (each a “Replacement Lender”) and Terminated Lender the Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased Cost Lender, a Non-Consenting Lender; providedprovided that, (1) on the date of such assignment, such Terminated Lender shall have received payment from the Replacement Lender shall pay to Terminated Lender or the Borrower in an amount equal to the sum of (A) the principal of, and all accrued interest on, all outstanding Term Loans of the Terminated Lender, (B) all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.12; (2) in the case of any such assignment resulting from a claim for compensation under Section 2.19(c), 2.20 or 2.21, such assignment will result in a material reduction in such compensation and on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c)2.19, 2.16 2.20 or 2.17 2.21; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 9.6; provided that each party hereto agrees that an assignment required pursuant to this Section 2.24 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company the Borrowers that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower Representative’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, (ii) such Defaulting Lender’s default shall remain in effect and (iii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five (5) Business Days after the Borrowers’ request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b10.05(b), the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each each, a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtainedobtained (after confirmation request received from the Administrative Agent to ratify its opposition); then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrowers may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each each, a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 10.06 and Terminated Lender the applicable Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased-Cost Lender, a Non-Consenting Lender or a Defaulting Lender; provided, that (1i) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (andB) an amount equal to all accrued but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.11, other than as specified in clause (2) below, no premium shall such amounts to be payable in connection therewith)calculated based on the Dollar Equivalent thereof with respect to the Term Loans or Revolving Commitments; (2ii) on the date of such assignment, Company the applicable Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.13(d), 2.16 to the extent applicable, 2.18(c), 2.19 or 2.17 2.20; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3iii) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if a Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, the Administrative Agent shall be entitled (but not obligated) and is authorized by each Lender (which authorization is irrevocable and is coupled with an interest) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.06 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.06. Any Borrower’s right to replace a Defaulting Lender under this Section 2.23 is, and shall be, in addition to, and not in lieu of, all other rights and remedies available to any Borrower against such Defaulting Lender under this Agreement, at law, in equity or by statute.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's request ’s request, if any, for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b9.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender Lender, or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 9.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; 2.20 and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15Sections 2.12, 2.16 2.13 or 2.172.14, or pursuant if the Borrower is required to pay Indemnified Taxes directly to a Governmental Authority under Section 2.15(b2.14 in respect of such Lender, (ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments or require the Borrower to make such payments shall remain in effect, and (iii) in the case of payments under Section 2.12 or 2.13, such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b9.5(b), the consent of the Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each each, a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; or (c) any Lender is a Defaulting Lender, then, with respect to each such Increased-Cost Lender or Non-Consenting Lender or Defaulting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each each, a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 9.6 and Terminated Lender the Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased-Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued but theretofore unpaid fees (without duplication of PIK Fees) owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.7; (2) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 Sections 2.13 or 2.17 2.14 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment of the Loans under Section 2.10(c)) 2.9 and Company shall reimburse pay the Terminated Lender for any fees paid by such Terminated Lender fee payable pursuant to Section 10.6 and in connection with the assignment; 2.8(b) as if it were a termination and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder with respect to matters arising out of the prior involvement of such Terminated Lender as a Lender hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 9.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company Borrower that such Lender is an Affected affected Lender or that such Lender is entitled to receive payments under Section 2.155.01, 2.16 Section 5.03 or 2.17Section 5.04, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; withdrawal or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)12.02, the consent of Requisite the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; , then, with respect to each such Increased-Increased Cost Lender or and Non-Consenting Lender (the "TERMINATED LENDER"each, a “Terminated Lender”), Company the Administrative Agent may, by giving written notice to the Borrower (which, in the case of an Increased-Cost Lender, only after receiving written request from the Borrower to remove such Increased-Cost Lender), or the Borrower may, by giving written notice to the Administrative Agent and Agent, and, in each case, any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and Commitments in full to one or more Eligible Assignees Persons (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 12.04 and the Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, provided that (1) on the date of such assignment, the Replacement Lender shall pay to such Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; (2) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 5.01 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment5.03; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, provided that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that (x) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee, and (y) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided that any such documents shall be without recourse to or warranty by the parties thereto.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (aa)(i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company Representative that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, 2.18 or pursuant to Section 2.15(b2.19, (ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, or Administrative Agent may, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (andB) an amount equal to all accrued, other than as specified in clause (2) below, no premium shall be payable in connection therewith)but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.10; (2) on the date of such assignment, Company Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.17(c), 2.16 2.18 or 2.17 2.19, or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentprepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) any Lender (an "INCREASED-COST LENDER") shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.17, or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loans2.20, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Company's request for such withdrawal; or (b) any Lender shall become a Defaulting Lender, the Default Period for such Defaulting Lender shall remain in effect, and such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Company's request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON-CONSENTING LENDER") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER") in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; providedPROVIDED, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.11; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17 2.20 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentprepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; PROVIDED, Company may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, Company shall have caused each outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender's Revolving Commitments, if any, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; providedPROVIDED, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED-COST LENDER"“Increased‑Cost Lender”) shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.17 (other than Section 2.17(c)), 2.16 Section 2.18 or 2.17Section 2.19, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; (b) any Lender is a Defaulting Lender; or (bc) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof of this Agreement that requires the consent of 100% of the Lenders of a particular Class or 100% of the Lenders directly affected thereby as contemplated by Section 10.5(b9.08(b), the consent of Requisite the Lenders collectively having Aggregate Exposure representing more than 50% of the Aggregate Exposure of all Lenders required to consent to such matter shall have been obtained but the consent of one or more of such other Lenders (each a "NON-CONSENTING LENDER"“Non‑Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Increased‑Cost Lender, Defaulting Lender or Non-Consenting Non‑Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) 81 | to assign its outstanding Loans and Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 9.04 (provided that in the event such Terminated Lender does not execute an Assignment and Acceptance within five (5) Business Days after having received a request therefor, such Terminated Lender shall be deemed to have consented to such Assignment and Acceptance) and the Borrower shall pay any reasonable fees payable thereunder in connection with such assignmentassignment (including any processing or recordation fees payable to the Administrative Agent pursuant to Section 9.04(c)); provided, (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (andB) an amount equal to all accrued, other than as specified in clause (2) below, no premium shall be payable in connection therewith)but theretofore unpaid Fees owing to such Terminated Lender pursuant to Section 2.10; (2) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.17(c), 2.16 Section 2.18 or 2.17 Section 2.19 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse (including, in the case of a Terminated Lender for (other than a Defaulting Lender), any fees paid by such Terminated Lender repayment premiums pursuant to Section 10.6 and in connection with the assignment; 2.12(c)) and (3) in the event such Terminated Lender is a Non-Consenting Non‑Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Non‑Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s undrawn Commitments, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, and in each case, such Lender has declined or pursuant to Section 2.15(b) is unable to make Eurodollar Rate Loansdesignate a different lending office in accordance with Section 2.18, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each each, a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender the Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased-Cost Lender, a Non-Consenting Lender; provided, provided that (1) in the case of any such assignment resulting from a claim for compensation under Section 2.16 or payment required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments thereafter; (2) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender the sum of an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; (23) on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17 2.17; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.Section

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.13(c), 2.16 2.18, 2.19 or 2.172.20, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased-Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)pursuant to Section 2.11; (2) on the date of such assignment, Company Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.13(c), 2.16 2.18(c), 2.19 or 2.17 2.20; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one (1) Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED-COST LENDER"“Increased‑Cost Lender”) shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON-CONSENTING LENDER"“Non‑Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Increased‑Cost Lender or Non-Consenting Non‑Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased-Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of an amount equal to the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith)Lender; and (2) on the date of such assignment, Company the Credit Parties shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17 2.20; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lenderprepayment. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED-COST LENDER"“Increased Cost Lender”) shall give notice to Company that such Lender is an Affected Lender or Administrative Borrower that such Lender is entitled to receive payments under Section 2.152.17 or 2.18, 2.16 or 2.17, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Administrative Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, (ii) the Default Period for such Defaulting Lender shall remain in effect, and (iii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Administrative Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Administrative Agent and Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company mayAdministrative Agent shall be entitled (but not obligated) (which, in the case of an Increased Cost Lender, only after receiving written request from Administrative Borrower to remove such Increased Cost Lender (which notice may not be given by the Administrative Borrower if any Default or Event of Default is then continuing)), by giving written notice to Administrative Agent Borrower and any Terminated Lender of its election to do so, (x) to elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Commitments, if any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 and (y) to execute and deliver such agreements and documentation on behalf of such Terminated Lender (and the execution thereof by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6) and the Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (andB) an amount equal to all accrued, other than as specified in clause (2) below, no premium shall be payable in connection therewith)but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.9; (2) on the date of such assignment, Company Borrowers shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment2.18; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the assumption by the Replacement Lender of such Terminated Lender’s Commitment, if any, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Replacement Lender shall cure any existing Funding Default of the applicable Defaulting Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED-COST LENDER"“Increased Cost Lender”) shall give notice to Company the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)9.1, the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign all its interests, rights (other than its existing rights to payments pursuant to Section 2.16 or 2.17) and obligations under this Agreement and the other Loan Documents (including, for the avoidance of doubt, its Commitments and outstanding Loans Loans) in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER") Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 10.6 9.6 (each a “Replacement Lender”) and Terminated Lender the Borrower shall pay any fees the fees, if any, payable thereunder in connection with any such assignmentassignment from an Increased Cost Lender or a Non-Consenting Lender; providedprovided that, (1A) on the date of such assignment, such Terminated Lender shall have received payment from the Replacement Lender shall pay to Terminated Lender or the Borrower in an amount equal to the sum of (1) the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause and (2) belowall accrued, no premium shall be payable in connection therewith)but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2B) in the case of any such assignment resulting from a claim for compensation under Section 2.15(c), 2.16 or 2.17, such assignment will result in a material reduction in such compensation and on the date of such assignment, Company the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c)2.15, 2.16 or 2.17 2.17; or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignment; and (3C) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 9.6; provided that each party hereto agrees that an assignment required pursuant to this Section 2.19 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "INCREASED“Increased-COST LENDER"Cost Lender”) shall give notice to Company Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.151.14, 2.16 1.15 or 2.171.16, or pursuant to Section 2.15(b(ii) is unable to make Eurodollar Rate Loans, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Company's Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof of this Agreement as contemplated by Section 10.5(b)9.8, the consent of the Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "NON“Non-CONSENTING LENDER"Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED LENDER"“Terminated Lender”), Company Borrower may, by giving written notice to Administrative the Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, in full full, to one or more Eligible Assignees (each a "REPLACEMENT LENDER"“Replacement Lender”) in accordance with the provisions of Section 10.6 9.4(c) and Terminated Lender Borrower shall pay any fees payable thereunder in connection with such assignment; provided, provided (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (andLender, other than as specified in clause (2together with any repayment premium pursuant to Section 1.8(b) below, no premium shall that would be payable in connection therewith)were the Loans of such Terminated Lender being optionally repaid on such date; (2) on the date of such assignment, Company Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c1.14(c), 2.16 1.15 or 2.17 1.16 or otherwise (in the case of any Non-Consenting Lender, as if it were a prepayment under Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 10.6 and in connection with the assignmentprepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "“Lender" ” for purposes hereofhereof (and without any further action required by such Terminated Lender); provided, provided any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.