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)(i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.17, 2.18 or 2.19, (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 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 “Terminated Lender”), 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, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent (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 pursuant to Section 2.10; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c), 2.18 or 2.19, or otherwise as if it were a prepayment; 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)(ia) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative 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 2.19, (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 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”) 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, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the 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, if any, Loans in full to one or more Eligible Assignees satisfactory to Administrative Agent (each each, a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender the Borrower shall pay any fees pay, or cause to be paid, 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, Lender and (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 pursuant to Section 2.10time; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.15(c), 2.18 2.16 or 2.19, 2.17; or otherwise as if it were a prepaymentprepayment pursuant to Section 2.9(c); 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 Each Lender agrees that if the prepayment of all amounts owing Borrower exercises its option hereunder to any cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, if anysuch 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 (with the consent of the Requisite Lenders) 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)(ia) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.18, 2.18 2.19 or 2.192.20, (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 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 Lender, or Non-Consenting Lender (the “Terminated Lender”), 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, if any, Loans in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “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 pursuant to Section 2.102.11; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.18(c), 2.18 2.19 or 2.19, 2.20; or otherwise as if it were a prepayment; prepayment 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)(ia) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative 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 2.19, (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 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 “Terminated Lender”), 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, if any, Loans in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender Borrower shall pay any fees or cause to be paid 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, Lender and (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 pursuant to Section 2.102.8 and all other amounts owing to such Terminated Lender pursuant to any other provision of any Credit Document; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.15(c), 2.18 2.16 or 2.19, 2.17; or otherwise as if it were a prepayment; prepayment 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, 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)(ia) (i) any Lender, or the Administrative Agent on behalf of such Lender (in either case, an “Increased-Cost Lender”) shall give notice to Representative Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.18, 2.18 2.19 or 2.192.20, and (ii) the circumstances which have caused such Lender has declined or is unable to be an Affected Lender or which entitle such Lender to receive such payments shall remain designate a different lending office in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Borrower’s request for such withdrawalaccordance with Section 2.21; or (b) any Lender shall become a Defaulting Lender; 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”), 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 LoansLoans and its Revolving Commitments, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “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 Insolvency Defaulting Lender, and the Funds Defaulting Lender (if not also an Insolvency Defaulting Lender) shall pay the 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 under Letters of Credit 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 pursuant to Section 2.10; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c), 2.18 or 2.19, or otherwise as if it were a prepayment2.11; 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, 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 Borrower to require such assignment and delegation cease to apply. 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. Each Lender agrees that if Borrower exercise 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 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 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)(ii) any Lender (an “"Increased-Cost Lender”") shall give notice to Representative 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 2.17, 2.18 or 2.19, (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 Borrower’s the Company's request for such withdrawal; or 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(b13.05(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”"), Borrower the Company may, by giving written notice to the 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, if any, Term Loans in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “"Replacement Lender”") in accordance with the provisions of Section 10.6 13.06 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, , (1i) 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 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 pursuant to Section 2.10; 2.11; (2ii) on the date of such assignment, Borrower the Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.15(c), 2.18 2.16 or 2.19, 2.17 or otherwise as if it were a prepayment; and 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, 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)(ia) (i) any Lender (an “Increased-Increased Cost Lender”) shall give notice to Representative 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 2.19, (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 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-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”), the Borrower may, by giving written notice to the 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, if any, Term Loans in full to one or more Eligible Assignees satisfactory Persons permitted to Administrative Agent become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6 (each a “Replacement Lender”) in accordance with and 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; 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 (A1) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the Terminated Lender, (B2) 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 (C3) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.102.8; (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, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c)2.15, 2.18 2.16 or 2.19, 2.17; or otherwise as if it were a prepayment; prepayment 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, 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; 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)(ia) (i) any Lender (an “Increased-Increased Cost Lender”) shall give notice to Representative Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.17, 2.18 or 2.19, (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 BorrowerCompany’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”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender or Non-Non Consenting Lender (the “Terminated Lender”), Borrower mayAdministrative Agent may (which, in the case of an Increased-Cost Lender, only after receiving written request from Company to remove such Increased-Cost Lender), by giving written notice to Administrative Agent Company 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 LoansLoans and its Commitments, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 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 or participations 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 pursuant to Section 2.10; (2) on the date of such assignment, Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c), 2.18 or 2.19, or otherwise as if it were a prepayment; and (3) in the event such Terminated Lender is a Non-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-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, 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)(ia) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.18, 2.18 2.19 or 2.192.20, (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 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 “Terminated Lender”), 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, if any, Loans in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “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, Lender and (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 pursuant to Section 2.102.11; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.18(c), 2.18 2.19 or 2.19, 2.20; or otherwise as if it were a prepayment; prepayment to which Section 2.13(c) applies 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. 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)(ia) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative any Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.14, 2.18 2.15 or 2.192.16, (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 any 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(b10.05(b) or (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”), any Borrower may, 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 cause, at its sole expense and effort, such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, Loans in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 10.06 and Terminated Lender Borrowers shall pay any fees payable thereunder (including the registration and processing fee payable to the Administrative Agent pursuant to Section 10.06(d)) 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 and unpaid 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 pursuant to Section 2.10; (2) on the date of such assignment, Borrower Borrowers shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.14(c), 2.18 2.15 or 2.19, 2.16; or otherwise as if it were a prepayment; prepayment 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. Each Lender agrees that if any 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 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 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.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: that (a)(ia) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative 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 2.19, (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 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 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”), 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, if any, Loans in full to one or more Eligible Assignees satisfactory to Administrative Agent (each each, a “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 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 pursuant to Section 2.102.8; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.15(c), 2.18 2.16 or 2.19, 2.17; or otherwise as if it were a prepaymentprepayment subject to Section 2.10(b)(i); 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 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. 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)(ia) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative 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 2.19, (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 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”) 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, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the 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, if any, Loans in full to one or more Eligible Assignees satisfactory to Administrative Agent (each each, a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender the Borrower shall pay any fees pay, or cause to be paid, 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, Lender and (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 pursuant to Section 2.10time; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.15(c), 2.18 2.16 or 2.19, 2.17; or otherwise as if it were a prepayment; prepayment pursuant to Section 2.9(c) 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 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, if anysuch 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 (with the consent of the Requisite Lenders) 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 Notwithstanding anything contained herein to the contrary notwithstandingcontrary, in the event that: (a)(ia) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.18, 2.18 2.19 or 2.192.20, (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 the 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 three Business Days after the Borrower’s request that it cure such default; or (c) in connection with any proposed waiver, amendment, modification, termination, waiver modification or consent termination with respect to any Credit Document, or any consent to any departure by any Credit Party therefrom, of the provisions hereof as contemplated by type referred to in 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 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 each, a “Terminated Lender”), the Borrower may, by giving written notice to the 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 LoansLoans and its Revolving Commitments, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 10.6, 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, (1A) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A1) an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Loans of the Terminated Lender subject to such assignment and (2) in the case of an assignment of a Terminated Lender’s rights and obligations as a Revolving Lender, (Bx) an amount equal to all unreimbursed drawings under Letters of Credit that have been funded by such Terminated Lender, together with all accrued and then unpaid interest with respect thereto at such time thereon, and (Cy) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.102.11; (2B) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.18(c), 2.18 2.19 or 2.192.20, or otherwise as if it were a prepayment; prepayment 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; 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 agreed between the Borrower, such Issuing Bank and the Administrative Agent. 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. 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 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)(iA) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.17, 2.18 2.19 or 2.192.20, (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 BorrowerCompany’s request for such withdrawal; or (b) in connection with any proposed amendmentthen, modification, termination, waiver or consent with respect to such Lender, (the “Terminated Lender”) and (B) at any time after the Initial Lenders have transferred all or a portion of the provisions hereof as contemplated Loans held by Section 10.5(b)them on the Closing Date, the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each any Lender becomes 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”as defined below in this Section 2.24), Borrower may, Company may by giving written notice to Administrative Agent and any Terminated Lender of its their election to do so, or Administrative Agent may, elect to cause such Terminated Lender or such Non-Consenting lender, as the case may be (and such Terminated Lender or such Non-Consenting Lender, as the case may be, hereby irrevocably agrees) to assign its outstanding Loans, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 11.6 (but without the requirement to execute a Settlement Confirmation or an Assignment Agreement) and Terminated Company or the Replacement 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 or the Non-Consenting Lender, as the case may be, 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 or the Non-Consenting Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lenderas the case may be, 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 pursuant to Section 2.10expenses and other indemnification payments due and payable under this Agreement; and (2) in the case of the Terminated Lender on the date of such assignment, Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c), 2.18 2.19 or 2.19, 2.20; or otherwise as if it were a prepayment; 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 or any Non-Consenting Lender, if anyas the case may be, such Terminated Lender or such Non-Consenting Lender, as the case may be, shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender or such Non-Consenting Lender, as the case may be, to indemnification hereunder shall survive as to such Terminated Lender or such Non-Consenting Lender, as the case may be. In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Credit Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.5 and (iii) the Requisite Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: that (a)(ia) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.18, 2.18 2.19 or 2.192.20, (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 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 “Terminated Lender”), 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, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “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 pursuant to Section 2.10; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.18(c), 2.18 2.19 or 2.19, 2.20; or otherwise as if it were a prepayment; prepayment 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. 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)(ia) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.16, 2.18 2.17(c) or 2.192.18, (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 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, Lead Agents and Requisite Lenders shall have been obtained but the consent of one (1) 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”), the Administrative Agent (y) shall, if requested by the Borrower mayin 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, or Administrative Agent may, elect to cause instruct such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding LoansLoans and its Revolving Commitments, if any, in full to one (1) or more Eligible Assignees satisfactory to designated by the Borrower or the Administrative Agent Agent, as the case may be, (each a “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 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 pursuant to Section 2.10; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c), 2.18 ) or 2.19, or otherwise as if it were a prepayment2.18; 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)(ia) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.18, 2.18 2.19 or 2.192.20, (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 BorrowerCompany’s request for such withdrawal; or (b) (i) any Lender shall 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 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”), Borrower Company 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 LoansLoans and its Revolving Commitments, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender Borrowers 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, (1A) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A1) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B2) 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 (C3) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.102.11; (2B) on the date of such assignment, Borrower Borrowers shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.18(c), 2.18 2.19 or 2.19, 2.20; or otherwise as if it were a prepayment; prepayment 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; 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, Borrowers 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 in this Agreement to the contrary notwithstanding, in the event that: if: (a)(ia) (i) any Lender (an “Increased-Cost Lender”) shall give gives notice to Representative Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.16, 2.18 2.17 or 2.192.18, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall will remain in effect, and (iii) such Lender shall fail fails to withdraw such notice within five (5) Business Days after Borrower’s request for such withdrawal; or or (bi) any Lender becomes and continues to be a Defaulting Lender, and (ii) such Defaulting Lender fails to cure the default under Section 2.20(b) within five (5) Business Days of becoming a Defaulting Lender 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 of this Agreement as contemplated by Section 10.5(b9.5(b), the consent of Requisite Lenders shall have been is obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall is not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), 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 LoansLoans and its Revolving Loan Commitments, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent specified by Borrower (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 9.6 and Terminated Lender shall Borrower will not pay any fees the fees, if any, payable thereunder in connection with any such assignment; providedassignment from an Increased-Cost Lender, (1) on a Non-Consenting Lender or a Defaulting Lender. On the date of such assignment, : (1) the Replacement Lender shall will 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 pursuant to under Section 2.10; 2.9, and (2) on the date of such assignment, Borrower shall will pay any amounts payable to such Terminated Lender pursuant to under Section 2.17(c2.16(c), 2.18 2.17 or 2.19, or otherwise as if it were a prepayment; and (3) in the event 2.18. If such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall will 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 Loan Commitments, if any, such Terminated Lender shall will no longer constitute a “Lender” for purposes hereof; provided, any of this Agreement. Any rights of such Terminated Lender to indemnification hereunder shall under this Agreement will survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option under this Agreement to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender will, 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. If 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 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent will be effective for purposes of documenting an assignment under Section 9.6.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a)(ia) (i) any Lender (an “Increased-Cost Increased‑Cost Lender”) shall give notice to Representative 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 2.19, (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 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 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 that is not (or not affiliated with) the Administrative Agent (the “Terminated Lender”), the Borrower may, by giving written notice to the 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, if any, Loans in full to one or more Eligible Assignees satisfactory to Administrative Agent (each each, a “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 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 pursuant to Section 2.10; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.15(c), 2.18 2.16 or 2.19, 2.17; or otherwise as if it were a prepayment; prepayment pursuant to Section 2.9 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 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 Terminated Lender, if anysuch 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 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)(i) If any Lender (an “Increased-Cost Affected Lender”) shall give (a) makes demand upon the Borrowers for (or if the Borrowers are otherwise required to pay) amounts pursuant to Sections 2.27, 2.28 or 2.29, (b) is a Defaulting Lender, or (c) denies any consent requested by the Administrative Agent pursuant to Section 10.5 for which the consent of all Lenders (or all affected Lenders) is required, the Lead Borrower may, within twenty (20) days of receipt of such demand, notice (or the occurrence of such other event causing the Borrowers to Representative that be required to pay such compensation or causing Section 2.27 to be applicable), or such Lender is an becoming a Defaulting Lender or denial of a request by the Administrative Agent pursuant to Section 10.5, as the case may be, by notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender or that such (i) request the Affected Lender is entitled to receive payments under Section 2.17, 2.18 or 2.19, cooperate with the Lead Borrower in obtaining a replacement Lender satisfactory to the Administrative Agent and the Lead Borrower (the “Replacement Lender”); (ii) request the circumstances which have caused non-Affected Lenders to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Percentage, as provided herein, but none of such Lender Lenders shall be under any obligation to be an Affected Lender do so; or which entitle such Lender to receive such payments shall remain in effect, and (iii) such propose a Replacement Lender subject to approval by the Administrative Agent (not to be unreasonably withheld). If any satisfactory Replacement Lender shall fail be obtained pursuant to withdraw such notice within five the foregoing clause (5) Business Days after 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(biii), the consent of Requisite Lenders shall have been obtained but the consent of and/or if any one or more of the non-Affected Lenders shall agree to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Percentage, then such other Lenders (each a “Non-Consenting Lender”) whose consent is required Affected Lender shall not have been obtained; thenassign, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the “Terminated Lender”), 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, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “Replacement Lender”) in accordance with Section 10.6, all of its Advances and its Revolving Commitment Percentage, and other rights and obligations under this Agreement and the provisions other Credit Documents to such Replacement Lender or non-Affected Lenders, as the case may be, in exchange for payment of Section 10.6 the principal amount so assigned and Terminated Lender shall pay any all interest and fees payable thereunder in connection with such assignment; provided, (1) accrued on the date of such assignmentamount so assigned, the Replacement Lender shall pay to Terminated Lender an amount equal plus all other Obligations then due and payable 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 pursuant to Section 2.10; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c), 2.18 or 2.19, or otherwise as if it were a prepayment; 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 Affected Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a)(ia) (i) any Lender (an “Increased-"Increased Cost Lender”") shall give notice to Representative Borrowers that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.18, 2.18 2.19 or 2.192.20, (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 Borrower’s Borrowers' request for such withdrawal; or (b) (i) any Lender shall become 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 within five Business Days after 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(b12.05(a), 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-Increased Cost Lender, Defaulting Lender or Non-Consenting Lender (the “"Terminated Lender”"), Borrower Borrowers may, by giving written notice to Administrative Agent and any Terminated Lender of its their 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 LoansLoans and its Revolving Commitments, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “"Replacement Lender”") in accordance with the provisions of Section 10.6 12.06 and Terminated Lender Borrowers shall pay any fees payable thereunder in connection with such assignment; provided, (1A) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A1) 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 (C2) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.102.11; (2B) on the date of such assignment, Borrower Borrowers shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.18(c), 2.18 2.19 or 2.19, or otherwise as if it were a prepayment2.20; 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 ; and (D) in the prepayment of all amounts owing to any Terminated Lender, if any, event such Terminated Lender is an Increased Cost Lender, such assignment shall no longer constitute a “Lender” for purposes hereof; provided, not cause any rights of such Terminated Replacement Lender or any other Lender to indemnification hereunder shall survive as be entitled to such Terminated Lender.receive payments under Section 2.18,

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a)(ia) (i) any Lender (an “"Increased-Cost Lender”") shall give notice to Representative Borrower Agent that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.17, 2.18 (other than Section 2.19 or 2.192.20, (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 Borrower’s Borrower Agent'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 “each a "Terminated Lender”"), Borrower Agent 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, if any, Revolving Loans in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “"Replacement Lender”") in accordance with the provisions of Section 10.6 and Terminated Lender Borrowers 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 (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 pursuant to Section 2.10; (2) on the date of such assignment, Borrower Borrowers shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.18(c), 2.18 2.19 or 2.19, 2.20; or otherwise as if it were a prepayment; prepayment 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, if any's Revolving 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 Revolving Loans are evidenced by a Note) evidencing the Revolving 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)(ia) (i) any Lender (an “Increased-"Increased Cost Lender”") shall give notice to Representative Borrowers that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.18, 2.18 2.19 or 2.192.20, (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 Borrower’s Borrowers' request for such withdrawal; or (b) (i) any Lender shall become 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 within five Business Days after 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(b12.05(a), 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-Increased Cost Lender, Defaulting Lender or Non-Consenting Lender (the “"Terminated Lender”"), Borrower Borrowers may, by giving written notice to Administrative Agent and any Terminated Lender of its their 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 LoansLoans and its Revolving Commitments, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “"Replacement Lender”") in accordance with the provisions of Section 10.6 12.06 and Terminated Lender Borrowers shall pay any fees payable thereunder in connection with such assignment; provided, (1A) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A1) 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 (C2) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.102.11; (2B) on the date of such assignment, Borrower Borrowers shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.18(c), 2.18 2.19 or 2.19, or otherwise as if it were a prepayment2.20; 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; and (D) in the event such Terminated Lender is an Increased Cost Lender, such assignment shall not cause any Replacement Lender or any other Lender to be entitled to receive payments under Section 2.18, 2.19 or 2.20. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender's Commitments, if any, in accordance with this Section 2.23, 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)(ia) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.18, 2.18 2.19 or 2.192.20, (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 BorrowerCompany’s request for such withdrawal; or (b) (i) any Lender shall 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 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”), Borrower Company 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 LoansLoans and its Revolving Commitments, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender Borrowers 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, (1A) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A1) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B2) 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 (C3) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.102.11; (2B) on the date of such assignment, Borrower Borrowers shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.18(c), 2.18 2.19 or 2.19, 2.20; or otherwise as if it were a prepayment; prepayment 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; 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, Borrowers 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)(ia) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.14, 2.18 2.15 or 2.192.16, (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 BorrowerCompany’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”), Borrower Company 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, if any, Term Loans in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “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 that (1) on the date of such assignment, the 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 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 pursuant to Section 2.10; (2) on the date of such assignment, Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.14(c), 2.18 2.15 or 2.19, 2.16; or otherwise as if it were a prepayment; prepayment 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, 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)(ia) (i) any Lender (an “Increased"INCREASED-Cost Lender”COST LENDER") shall give notice to Representative Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.18, 2.18 2.19 or 2.192.20, (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 Borrower’s 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"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"), Borrower Company 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, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent (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, Lender and (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 pursuant to Section 2.102.11; (2) on the date of such assignment, Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.18(c), 2.18 2.19 or 2.19, 2.20; or otherwise as if it were a prepayment; prepayment 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)(ia) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative 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 2.19, (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 BorrowerCompany’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”), Borrower Company 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, if any, Loans in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender Company 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 (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, accrued but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.102.8; (2) on the date of such assignment, Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.15(c), 2.18 2.16 or 2.19, 2.17 or otherwise as if it were a prepayment; 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: if: (a)(i1) any Lender (an “Increased-Cost Increased‑Cost Lender”) shall give notice to Representative the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.13, 2.18 2.14 or 2.192.15, (ii2) 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 (iii3) such Lender shall fail to withdraw such notice within five (5) Business Days after the Borrower’s request for such withdrawal; or or (b) during the Availability Period, any Lender shall become a Defaulting Lender, and such Defaulting Lender shall fail to cure the default pursuant to Section 2.17(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(b11.5(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-Consenting 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”), the Borrower may, by giving written notice to the 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, if any, Loans in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 11.6 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, 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 such Terminated Lender, Lender and (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 pursuant to Section 2.10; hereunder; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender (unless such Terminated Lender is a Defaulting Lender) pursuant to Section 2.17(c2.13(c), 2.18 2.14 or 2.19, 2.15; or otherwise as if it were a prepayment; and ; (3) such assignment does not conflict with applicable law; (4) in the event case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter; and (5) if 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, 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 the Borrower exercises its option hereunder to cause an assignment by such Lxxxxx 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 11.6. If 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 11.6 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 11.6. Any removal of Gxxxxxx Sxxxx or its successor as a Defaulting Lender pursuant to this Section shall also constitute the removal of Gxxxxxx Sxxxx or its successor as the Calculation Agent pursuant to Section 10.7.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a)(ia) (i) any Lender other than a Lead Agent (an “Increased-Cost Lender”) shall give notice to Representative the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.16, 2.18 2.17(c) or 2.192.18, (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 the Borrower’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(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 “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”), the Administrative Agent (y) shall, if requested by the Borrower mayin 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, or Administrative Agent may, elect to cause instruct such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding LoansTerm Loans and its Term Loan Commitments, if any, in full to one (1) or more Eligible Assignees satisfactory to designated by the Borrower or the Administrative Agent Agent, as the case may be, (each a “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 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 pursuant to Section 2.10; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c), 2.18 ) or 2.19, or otherwise as if it were a prepayment2.18; 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 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)(ia) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative 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 2.19, (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 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”) 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, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the 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, if any, Loans in full to one or more Eligible Assignees satisfactory to Administrative Agent (each each, a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender the Borrower shall pay any fees pay, or cause to be paid, 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, Lender and (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 pursuant to Section 2.10time; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.15(c), 2.18 2.16 or 2.19, 2.17; or otherwise as if it were a prepayment; prepayment pursuant to Section 2.9(c) 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 Each Lender agrees that if the prepayment of all amounts owing Borrower exercises its option hereunder to any cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, if anysuch 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 (with the consent of the Requisite Lenders) 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)(ii) any Lender (an “Increased-Increased Cost Lender”) shall give gives notice to Representative the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.18, 2.18 2.19 or 2.192.20, (ii) the circumstances which that have caused such Lender to be an Affected Lender or which that entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail fails to withdraw such notice within five (5) Business Days after the Borrower’s request for such withdrawal; or or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof of a Credit Document as contemplated by Section 10.5(b), the consent of Requisite Required Lenders shall have with respect to which has been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall has not have been obtained; then, with respect to each such Increased-Increased Cost Lender or Non-Consenting Lender (the “Terminated Lender”), the Borrower may, by giving written notice to the 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 LoansLoans and its Incremental Revolving Credit Commitments, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall the Borrower will 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, provided that (1) on the date of such assignment, the Replacement Lender shall must pay to a 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 pursuant to Section 2.102.11; (2) on the date of such assignment, the Borrower shall must pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.11(a), 2.18 2.18(c), 2.19 or 2.19, or otherwise as if it were a prepayment2.20; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall will 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 assignment of all amounts owing to any Terminated Lender and the termination or assignment of such Terminated Lender’s Incremental Revolving Credit Commitments, if any, such Terminated Lender shall will no longer constitute a “Lender” for purposes hereof; provided, provided that any rights of such Terminated Lender to indemnification hereunder shall will 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 will, 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 grants to the Administrative Agent an irrevocable power of attorney (which power of attorney will be coupled with an interest) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent will be effective for purposes of documenting an assignment pursuant to Section 10.6.

Removal or Replacement of a Lender. A. Anything contained herein in this Agreement to the contrary notwithstanding, in the event that: : (a)(ia) any Lender (an “"Increased-Cost Lender”") shall give notice to Representative Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.17, 2.18 subsection 2.7 or 2.19subsection 3.6, (iib) 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 (iiic) such Lender shall fail to withdraw such notice within five (5) Business Days after Borrower’s Company's request for such withdrawal; or or (bii) 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 Lender shall have been obtained but the consent of one or more of such other Lenders (each be a “Non-Consenting Defaulting Lender”) whose consent is required shall not have been obtained; then, with respect to and in each such case, Company shall have the right, at its option, to remove or replace the applicable Increased-Cost Lender or Non-Consenting Defaulting Lender (the “"Terminated Lender”), Borrower ") to the extent permitted by subsection 2.9B. B. Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so: (i) elect to (a) terminate the Revolving Loan Commitment, if any, of such Terminated Lender upon receipt by such Terminated Lender of such notice and (b) prepay on the date of such termination any outstanding Loans made by such Terminated Lender, at par, together with accrued and unpaid interest thereon and any other amounts payable to such Terminated Lender hereunder pursuant to subsection 2.6, subsection 2.7 or subsection 3.6 or otherwise; provided that, in the event such Terminated Lender has -------- any Loans outstanding at the time of such termination, the written consent of Administrative Agent may, and Requisite Lenders (which consent shall not be unreasonably withheld or delayed) shall be required in order for Company to make the election set forth in this clause (i); or (ii) elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, at par, and its Revolving Loan Commitment, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “"Replacement Lender”") in accordance with the provisions of Section 10.6 and subsection 11.1B (it being understood that neither Administrative Agent nor such Terminated Lender shall pay have any fees payable thereunder in connection with such assignmentobligation to solicit or otherwise identify any potential Replacement Lender); 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 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 pursuant to Section 2.10; (2) on the date of such assignment, Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c)subsection 2.6, 2.18 subsection 2.7 or 2.19, subsection 3.6 or otherwise as if it were a prepayment; and (3) in the event provided, further that, if -------- ------- such Terminated Lender is a Non-Consenting Lender, each fails to enter into an Assignment Agreement with any applicable Replacement Lender in accordance with the provisions of subsection 11.1B as contemplated by the foregoing provisions of this subsection 2.9B(ii), it shall consentbe deemed to have so entered into such Assignment Agreement; provided that Company may not make either of the elections set forth in clauses -------- (i) or (ii) above with respect to any Terminated Lender that is an Issuing Lender unless, at prior to the time effectiveness of such assignmentelection, Company shall have caused each outstanding Letter of Credit issued by such Issuing Lender to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. be cancelled or replaced. C. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender's Revolving Loan Commitment, if any, pursuant to clause (i) of subsection 2.9B, (i) Schedule 2.1 shall be deemed ------------ modified to reflect any corresponding changes in the Revolving Loan Commitments and (ii) such Terminated Lender shall no longer constitute a “"Lender” " for purposes hereofof this Agreement; provided, provided that any rights of such Terminated Lender -------- to indemnification hereunder under this Agreement (including under subsections 2.6D, 2.7, 3.6, 10.2 and 10.3) shall survive as to such Terminated Lender.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: if: (a)(i1) any Lender (an “Increased-Cost Increased‑Cost Lender”) shall give notice to Representative the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.13, 2.18 2.14 or 2.192.15, (ii2) 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 (iii3) such Lender shall fail to withdraw such notice within five (5) Business Days after the Borrower’s request for such withdrawal; or or (b) during the Availability Period, any Lender shall become a Defaulting Lender, and such Defaulting Lender shall fail to cure the default pursuant to Section 2.17(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(b11.5(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-Consenting 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”), the Borrower may, by giving written notice to the 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, if any, Loans in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 11.6 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, 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 such Terminated Lender, Lender and (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 pursuant to Section 2.10; hereunder; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender (unless such Terminated Lender is a Defaulting Lender) pursuant to Section 2.17(c2.13(c), 2.18 2.14 or 2.19, 2.15; or otherwise as if it were a prepayment; and ; (3) such assignment does not conflict with applicable law; (4) in the event case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter; and (5) if 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, 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 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 11.6. If 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 11.6 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 11.6. Any removal of Xxxxxxx Xxxxx or its successor as a Defaulting Lender pursuant to this Section shall also constitute the removal of Xxxxxxx Xxxxx or its successor as the Administrative Agent pursuant to Section 11.7.

Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a)(ia) (i) any Lender (an “Increased-Cost Increased‑Cost Lender”) shall give notice to Representative the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.17 (other than Section 2.17(c)), Section 2.18 or Section 2.19, (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 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 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 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”), the Borrower may, by giving written notice to the 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 LoansLoans and Commitments, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “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, (B) an amount equal to all unreimbursed drawings under Letters of Credit 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 Fees owing to such Terminated Lender pursuant to Section 2.10; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c), Section 2.18 or 2.19, Section 2.19 or otherwise as if it were a prepayment; prepayment 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, 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 by such Terminated Lender to be cancelled or Cash Collateralized. 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-Cost Lender”) shall give notice to Representative that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.17, 2.18 or 2.19, (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 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 “Terminated Lender”), 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, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent (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, Lender and (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 pursuant to Section 2.10; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c), 2.18 or 2.19, or otherwise as if it were a prepayment; 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)(ia) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative 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 2.19, (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 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”) 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, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the 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, if any, Loans in full to one or more Eligible Assignees satisfactory to Administrative Agent (each each, a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender the Borrower shall pay any fees pay, or cause to be paid, 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, Lender and (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 pursuant to Section 2.10time; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.15(c), 2.18 2.16 or 2.19, 2.17; or otherwise as if it were a prepaymentprepayment pursuant to Section 2.9(c); 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 Each Lender agrees that if the prepayment of all amounts owing Borrower exercises its option hereunder to any cause an assignment by such Lxxxxx as a Non-Consenting Lender or Terminated Lender, if anysuch 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 (with the consent of the Requisite Lenders) 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)(ia) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.18 (other than Section 2.18(c)), 2.18 2.19 or 2.192.20, (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 BorrowerCompany’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-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 (in each case, other than Ableco and its Related Funds, the “Terminated Lender”), Borrower Company 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 LoansLoans and Commitments, if any, in full to one or more Eligible Assignees satisfactory assignees reasonably acceptable to Administrative Agent (each a “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 pursuant to Section 2.102.11; (2) on the date of such assignment, Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.18(c), 2.18 2.19 or 2.19, 2.20 or otherwise as if it were a prepayment; 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 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 Synthetic 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 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)(ia) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Representative Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.18, 2.18 2.19 or 2.192.20, (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 BorrowerCompany’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”), Borrower Company 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, if any, Loans in full to one or more Eligible Assignees satisfactory to Administrative Agent (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 principal 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 pursuant to Section 2.10; (2) on the date of such assignment, Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.18(c), 2.18 2.19 or 2.19, 2.20; or otherwise as if it were a prepayment; (3) on the next Interest Payment Date, an amount equal to accrued interest and all accrued, but theretofore unpaid fees pursuant to Section 2.11, if any, shall be paid to Terminated Lender and Replacement Lender in accordance with Section 10.6(d); 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, if any, 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)(ia) (i) any Lender (an “Increased"INCREASED-Cost Lender”COST LENDER") shall give notice to Representative Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.14, 2.18 2.15 or 2.192.16, (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 Borrower’s 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"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"), Borrower Company 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, if any, Loans in full to one or more Eligible Assignees satisfactory to Administrative Agent (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 pursuant to Section 2.102.8; (2) on the date of such assignment, Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.14(c), 2.18 2.15 or 2.19, 2.16; or otherwise as if it were a prepayment; prepayment 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)(ii) any Lender (an “Increased-Increased Cost Lender”) shall give gives notice to Representative the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.18, 2.18 2.19 or 2.192.20, (ii) the circumstances which that have caused such Lender to be an Affected Lender or which that entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail fails to withdraw such notice within five (5) Business Days after the Borrower’s request for such withdrawal; or or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof of a Credit Document as contemplated by Section 10.5(b), the consent of Requisite Required Lenders shall have with respect to which has been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall has not have been obtained; then, with respect to each such Increased-Increased Cost Lender or Non-Consenting Lender (the “Terminated Lender”), the Borrower may, by giving written notice to the 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 LoansLoans and its Incremental Revolving Credit Commitments, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall the Borrower will 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, provided that (1) on the date of such assignment, the Replacement Lender shall must pay to a 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 pursuant to Section 2.102.11; (2) on the date of such assignment, the Borrower shall must pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.11(a), 2.18 2.18(cb)(iv), 2.19 or 2.19, or otherwise as if it were a prepayment2.20; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall will 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 assignment of all amounts owing to any Terminated Lender and the termination or assignment of such Terminated Lender’s Incremental Revolving Credit Commitments, if any, such Terminated Lender shall will no longer constitute a “Lender” for purposes hereof; provided, provided that any rights of such Terminated Lender to indemnification hereunder shall will 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 will, 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 grants to the Administrative Agent an irrevocable power of attorney (which power of attorney will be coupled with an interest) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent will 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)(ia) any Lender (an “"Increased-Cost Lender”") shall give notice to Representative the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.1.15 or 2.1.16, 2.18 or 2.19, 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, and (iiib) such Lender shall fail to withdraw such notice within five (5) Business Days after Borrower’s request for submitting 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 obtainednotice; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (Lender, the “Terminated Lender”), Borrower may, by giving written notice to the Administrative Agent and any Terminated such Increased-Cost Lender, (i) request that such Increased-Cost Lender use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate another lending office with the object of its election avoiding the consequences of the event or circumstances which gave rise to do sosuch notice, or Administrative Agent may, (ii) elect to cause such Increased-Cost Lender (the "Terminated Lender Lender") (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, Loans and other Obligations in full to one or more Eligible Assignees satisfactory to Administrative Agent (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 assignment9.6; provided, , (1c) on the date of such assignment, the 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 and the amount of all Synthetic Deposits of the Terminated Lender, Lender and (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 unpaid, fees owing to such Terminated Lender pursuant to Section 2.102.1.8 and 2.2.10; and (2d) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c), 2.18 2.1.15 or 2.19, or otherwise as if it were a prepayment2.1.16; and (3) in the event provided that no premium on such Terminated Lender is a Non-Consenting Lender, each Replacement Lender amounts shall consent, at the time of such assignment, be required to each matter in respect of which such Terminated Lender was a Non-Consenting Lenderbe paid. 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" under any of the Financing Documents; 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)(ia) (i) any Lender (an “Increased-Increased Cost Lender”) shall give notice to the Company Representative that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.17, 2.18 Sections 2.17 or 2.192.18, (ii) the circumstances which that have caused such Lender to be an Affected Lender or which that 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 Borrowerthe Company Representative’s request for such withdrawal; or (b) (i) any Lender shall become and continue to be a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default pursuant to Section 2.20(b) within five Business Days after the Company Representative’s or Administrative Agent’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 Administrative Agent 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-Increased Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower mayAdministrative Agent may (which, in the case of an Increased Cost Lender, only after receiving written request from the Company Representative to remove such Increased Cost Lender), by giving written notice to Administrative Agent Company Representative 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 LoansLoans and its Revolving Commitments, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent (identified in consultation with Companies so long as no Event of Default exists) (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and such Terminated Lender 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 pursuant to Section 2.102.9; (2) on the date of such assignment, Borrower the Companies shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c), Sections 2.17 or 2.18 or 2.19under any other Credit Document; provided, such assignment shall not be deemed a prepayment and the Companies shall not be required to pay any premiums or otherwise as if it were yield maintenance amounts or other similar amount that would be payable pursuant to the Fee Letter in connection with a prepaymentvoluntary prepayment or otherwise; (3) such assignment does not conflict with applicable law, 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 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. Each Lender agrees that if Administrative Agent exercises its option hereunder to cause an assignment by such Lender as an Increased Cost Lender, 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 an Increased Cost Lender, 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)(ii) any Lender (an “"Increased-Cost Lender”") shall give notice to Representative the Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.172.14, 2.18 2.15 or 2.192.16, (ii) the circumstances which have caused such Lender to be an Affected Increased-Cost 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 Borrower’s the Company's request for such withdrawal; or 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(b13.05(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”"), Borrower the Company may, by giving written notice to the 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, if any, Term Loans in full to one or more Eligible Assignees satisfactory to Administrative Agent (each a “"Replacement Lender”") in accordance with the provisions of Section 10.6 13.06 and such Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, , (1i) on the date of such assignment, the 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 Term Loans of the Terminated Lender, and (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 unpaid, fees owing to such Terminated Lender pursuant to Section 2.10; 2.08; (2ii) on the date of such assignment, Borrower the Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c2.14(c), 2.18 2.15 or 2.19, 2.16 or otherwise as if it were a prepayment; and provided that no premium on such amounts shall be required to be paid; 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, 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.