Common use of Replacement of Certain Lenders Clause in Contracts

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances to the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.

Replacement of Certain Lenders. In the event a Lender (“"Affected Lender”") shall have have: (ai) become failed to fund its Applicable Pro Rata Share of any Advance requested by the applicable Borrower, or to fund a Defaulting Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.2(D), which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which failure has not been cured, (bii) requested compensation from the any Borrower under Section 2.12 with respect Sections 2.14(E), 4.1 or 4.2 to Taxes or recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d) 4.3 claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the any Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked Section 11.2; then, in any such case, after engagement of one or more "Replacement Lenders, then " (1as defined below) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from Company and/or the Borrower that Administrative Agent, the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 14.3(A) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose (“"Replacement Lender”"), all of such Affected Lender’s 's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, L/C Drafts and unreimbursed drawings under Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced14.

Replacement of Certain Lenders. (a) In the event a Lender (“Affected Lender”): (i) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower under Section 2.12 with respect Sections 2.13 or 2.14 to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other recover additional costs incurred by such Lender which, in any case, that are not being incurred generally by the other Lenders, or (cii) shall have delivered a notice pursuant to Section 2.10(d) 2.15 claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other Lenders, then (1iii) shall have invoked Section 10.13, (iv) shall become a Defaulting Lender, or (v) shall fail to consent to any proposed amendment, modification, waiver or consent hereunder requiring the unanimous approval of all Lenders or the approval of such Lender as being affected thereby, so long as such proposed amendment, modification, waiver or consent has otherwise been approved by the Required Lenders, then, in any such case, the Borrower may prepay effect the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment replacement of such Affected Lender in accordance with the provisions of this Section 2.18. The Borrower may elect to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is replace an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and, if a Replacement Lender (as hereinafter defined) notifies the Affected Lender of its willingness to purchase the Affected Lender’s interests in the Facility and the Agent and the Borrower consent thereto in writing, then such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within Assumptions in substantially and in all material respects in the form and substance of Exhibit E five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which 11.02 that the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (each a “Replacement Lender”), all of such Affected Lender’s rights and obligations (from and after the date of such assignment), including rights and obligations with respect to Facility Letters of Credit and its Facility Letter of Credit Sublimit, under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0711.02 (with the Borrower or the Replacement Lender paying any applicable processing or recording fee). The Administrative Agent is authorized agrees, upon the occurrence of such events with respect to execute an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain commitments from one or more of such Assignments and Acceptances financial institutions to act as attorney-in-fact for a Replacement Lender. As conditions to any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction and (y) the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.13 and 2.14 with respect to such Affected Lender and the fees payable to such Affected Lender under Section 2.08(b); provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.102.13, 2.12 2.14, 2.16, 10.04 and 9.0410.06, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 9.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred obligations and liabilities accruing prior to the date replacement of such Affected Lender. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the Affected circumstances entitling the Borrower to require such assignment cease to apply. (b) Notwithstanding anything to the contrary contained in this Agreement, each Replacement Lender is replacedmust be approved by the Agent (such approval not to be unreasonably withheld or delayed) and must comply with the conditions set forth in Section 11.02.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender under Section 2.152.14, (b) requested compensation from the Borrower Borrowers under Section 2.12 2.11 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 2.09 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d2.09(d) claiming that such Lender is unable to extend Eurodollar Rate Advances to the Borrower for reasons not generally applicable to the other LendersLenders or (d) become a Non-Consenting Lender (in each case, then (1) the Borrower may prepay the outstanding principal amount of such an “Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless”), within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) aboveany case, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) 5 Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”)purpose, all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, Commitment and all Advances owing to it), all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) 5 Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.10, 2.12 2.09 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 9.04(c) with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.

Replacement of Certain Lenders. In the event a Lender (an “Affected Lender”) shall have have: (ai) become a Defaulting Lender under Section 2.15Lender, (bii) requested compensation from the Borrower under Section 2.12 with respect Sections 4.1, 4.2 or 4.5 to Taxes or recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d) 4.3 claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other LendersLenders or (iv) has invoked Section 10.2, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in the event that any such Lender is an Affected Lender pursuant to (i) clause (a) abovecase, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 13.3 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with Section 9.0713.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such Assignments any Assignment and Acceptances Assumption as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 4.1, 4.2 and 4.5 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.104.1, 2.12 4.2, 4.4, 4.5 and 9.0410.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 Article XI with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender has become a Defaulting Lender.

Replacement of Certain Lenders. In If (a) no Event of Default exists and Borrower Agent requests in writing the event replacement of the Co-Collateral Agent in its capacity as Co-Collateral Agent and as a Lender hereunder or (“Affected Lender”b) a Lender shall have (ai) become a Defaulting Lender under Section 2.15the terms of this Agreement and its default has not been cured, (bii) requested compensation from the Borrower Borrowers under Section 2.12 with respect 2.10, 2.11 or 2.25 to Taxes or Other Taxes or with respect to recover increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, (or its parent or holding company) which are not being incurred generally by the other LendersLenders (or their respective parents or holding companies) or becomes entitled to increased payments under Section 2.25, or (ciii) delivered a notice pursuant to Section 2.10(d) 2.9 claiming that such Lender is unable to extend Eurodollar Rate Advances LIBOR Loans to the Borrower Borrowers for reasons not generally applicable to the other LendersLenders or (iv) failed or refused to give its consent to any amendment, then (1) the Borrower may prepay the outstanding principal amount waiver or action for which consent of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment all of the Affected Lenders is required and in respect of which the Requisite Lenders have consented (any Lender to zero, referenced in the event that such Lender is an Affected Lender pursuant to (i) clause clauses (a) aboveor (b) above hereinafter referred to as an “Affected Lender”), then, in any such Lender no longer is a Defaulting Lender, case under either clauses (iia) clause or (b) above, such Lender withdraws the request for compensation as set forth and in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as addition to any fees accrued for its account hereunder other rights and not paidremedies that Agent, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses any other Lender or disbursements for matters which occurred prior to the reduction of the Commitment of any Borrower may have against such Affected Lender, or (2) the any Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Borrowers and a copy to the Borrower Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower Lenders willing to accept such assignment or the Administrative assignments, or to one or more Eligible Assignees designated by Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement (including its Commitment and the other Loan Documents (including, without limitation, its Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0711.6. The Administrative Agent is hereby irrevocably authorized to execute one or more of such Assignments Assignment and Acceptances as attorney-in-fact for any Affected Lender failing which fails or refuses to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the The Affected Lender shall have concurrently receivedbe entitled to receive, in cashcash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts due and owing owed to the Affected Lender hereunder or under any other Loan Credit Document; provided that upon , including the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment (but excluding any prepayment penalty or termination charge). Upon the replacement of any Affected Lender’s replacementLender pursuant to this Section 11.7, such Affected Lender shall cease to be a party hereto but have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall continue have no further liability to be entitled to Agent, any Lender or any other Person under any of the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, Credit Documents (except as well provided in Section 9.6 as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses events or disbursements for matters transactions which occurred occur prior to the date replacement of such Affected Lender), including any Commitment to make Loans or purchase participations in LC Obligations. Agent shall have the Affected right at any time, but shall not be obligated to, upon written notice to any Lender is replacedand with the consent of such Lender (which may be granted or withheld in such Lender’s discretion), to purchase for Agent’s own account all of such Lender’s right, title and interest in and to this Agreement, the other Credit Documents and the Obligations (together with such Lender’s interest in the Commitments), for the face amount of the Obligations owed to such Lender (or such greater or lesser amount as Agent and Lender may mutually agree upon).

Replacement of Certain Lenders. In the event a If any Lender (“Affected a "Subject Lender”") shall have (ai) become is a Defaulting Lender under that owes a Defaulted Advance to the Borrower, (ii) makes demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 2.15, 2.09(a) or (b) requested compensation from the Borrower under or Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, 2.11 or (ciii) delivered a gives notice pursuant to Section 2.10(d2.09(d) claiming that requiring a conversion of such Lender is unable to extend Subject Lender's Eurodollar Rate Advances to Base Rate Advances or suspending such Lender's obligation to make Advances as, or to Convert or continue Advances into or as, Eurodollar Rate Advances, the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unlessmay, within five (5) Business Days after 90 days of receipt by the Affected Lender Borrower of such demand or notice from (or the occurrence of such other event causing the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue required to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of pay such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agentcompensation), as the case may be, shall have engaged for give notice (a "Replacement Notice") in writing to the Administrative Agent and such purpose Subject Lender of its intention to replace such Subject Lender with a financial institution (“a "Replacement Lender”") designated in such Replacement Notice. Unless the Administrative Agent shall, in the exercise of its reasonable discretion and within 30 days of its receipt of such Replacement Notice, notify the Borrower and such Subject Lender in writing that the designated financial institution is unsatisfactory to the Administrative Agent (such denial not being available to the Administrative Agent where the Replacement Lender is already a Lender), then such Subject Lender shall, subject to the payment of any amounts due pursuant to Sections 2.09(a) and (b) and Section 2.11 assign, in accordance with Section 8.07, all of such Affected Lender’s its Commitments, Advances, Notes and other rights and obligations under this Agreement and all other Loan Documents to such designated financial institution; provided, however, that (i) such assignment shall be without recourse, representation or warranty and (ii) the purchase price paid by such designated financial institution shall be in at least the amount of such Subject Lender's Advances, together with all accrued and unpaid interest and fees in respect thereof, plus all other amounts (including the amounts demanded and unreimbursed under Sections 2.09(a) and (b) and Section 2.11) owing to such Subject Lender hereunder. Upon the effective date of an assignment described above, the Borrower shall issue a replacement Note or Notes, as the case may be, to such designated financial institution or Replacement Lender, as applicable, and such institution shall become a "Lender" for all purposes under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replacedDocuments.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have have: (ai) become failed to fund its Pro Rata Share of any Advance requested by a Defaulting Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(D), or to make payment in respect of any Alternate Currency Loan purchased by such Lender pursuant to Section 2.21(E), which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which failure has not been cured, (bii) requested compensation from the a Borrower under Section 2.12 with respect Sections 2.15(E), 4.1 or 4.2 to Taxes or recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d) 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Advances Loans to the applicable Borrower for reasons not generally applicable to the other LendersLenders or (iv) has invoked Section 10.2, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in the event that any such Lender is an Affected Lender pursuant to (i) clause (a) abovecase, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 13.3(A) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans and Alternate Currency Loans hereunder) in accordance with Section 9.0713.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Agent is authorized to execute one or more of such Assignments and Acceptances assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.15(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.15(D) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.20; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefitsbenefits of Sections 2.15(E), 4.1, 4.2, 4.4, and subject to the obligations, of Sections 2.10, 2.12 and 9.0410.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 11.8. Upon the replacement of any Affected Lender pursuant to this Section 2.20, the provisions of Section 9.2 shall continue to apply with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters Loans which occurred prior are then outstanding with respect to the date which the Affected Lender is replacedfailed to fund its Pro Rata Share and which failure has not been cured.

Replacement of Certain Lenders. In If any Lender shall become affected by any of the event changes or events described in Section 2.17, 2.18, 2.19 or 2.20 (any such Lender hereinafter referred to as a Lender (“Affected Replaced Lender”) and shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a give notice pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances to the Borrower Borrowers for reasons not generally applicable to any increased cost or amounts thereunder, the other LendersBorrowers may, then (1) the Borrower may prepay the outstanding principal amount so long as no Event of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 Default has occurred and reduce the Commitment of such Affected Lender to zero (unlessis continuing, within upon at least five (5) Business Days after receipt by the Affected Lender of Days’ notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand and such Replaced Lender by the Borrower and Borrowers’ Agent, designate a copy replacement lender (a “Replacement Lender”) reasonably acceptable to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent, as to which such Replaced Lender shall, subject to its receipt (unless a later date for the case may be, remittance thereof shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement be agreed upon by the Borrowers and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all Replaced Lender) of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to such Replaced Lender under Section 2.17, 2.18, 2.19 or 2.20 assign all (but not less than all) of its rights, obligations, Loans, Revolving Loan Commitment and Term Loan Commitment pursuant to an Assignment Agreement; provided, that all amounts owed to such Replaced Lender by the Affected Borrowers (except liabilities which by the terms hereof survive the payment in full of the Loans and termination of this Agreement) shall be paid in full as of the date of such assignment. Upon any assignment by any Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacementpursuant to this Section becoming effective, such Affected the Replacement Lender shall thereupon be deemed to be a “Lender” for all purposes of this Agreement and such Replaced Lender shall thereupon cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, “Lender” for all purposes of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, this Agreement and shall continue have no further rights or obligations hereunder (other than pursuant to Section 2.17, 2.18, 2.19 or 2.20 while such Replaced Lender was a Lender). No Prepayment Fee shall be obligated payable as a result of replacement of a Lender under this Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced2.24.

Replacement of Certain Lenders. (a) In the event a Lender (“Affected Lender”): (i) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower under Section 2.12 with respect Sections 2.14 or 2.15 to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other recover additional costs incurred by such Lender which, in any case, that are not being incurred generally by the other Lenders, or (cii) shall have delivered a notice pursuant to Section 2.10(d) 2.16 claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other Lenders, then (1iii) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole shall have invoked Section 10.13 or (together with accrued interest to the date thereof on the principal amount prepaidiv) is a Rejecting Lender pursuant to Section 2.06 and reduce 2.19, then, in any such case, the Commitment Borrower or the Agent may effect the replacement of such Affected Lender to zero (unlessin accordance with the provisions of this Section 2.20, within five (5) Business Days after receipt by provided, however, that if the replacement of such Affected Lender is by reason of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (aiv) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and replacement of such Affected Lender shall cease to be a party hereto but shall continue to be entitled subject to the benefits provisions of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the 2.20(b). The Borrower or the Administrative Agent may elect to replace an Affected Lender and make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and, if a Replacement Lender (as hereinafter defined) notifies the Affected Lender of its willingness to purchase the Affected Lender’s interests in the Facility and the Agent and the Borrower consent thereto in writing, then such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances within Assumption in substantially and in all material respects in the form and substance of Exhibit F five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which 11.02 that the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (each a “Replacement Lender”), all (or, to the extent required or permitted under Section 2.20(b), a part) of such Affected Lender’s rights and obligations (from and after the date of such assignment) under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0711.02. The Administrative Agent is authorized agrees, upon the occurrence of such events with respect to execute an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain commitments from one or more of such Assignments and Acceptances financial institutions to act as attorney-in-fact for a Replacement Lender. As a condition to any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts (except as otherwise provided in Section 2.20(b)) due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14 and 2.15 with respect to such Affected Lender and the fees payable to such Affected Lender under Section 2.09(b); provided that upon such Affected Lender’s replacement, such Affected Lender shall (except as otherwise provided in Section 2.20(b)) cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.102.14, 2.12 2.15, 2.17, 10.04 and 9.0410.06, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 9.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred obligations and liabilities accruing prior to the date replacement of such Affected Lender. (b) In the event that the Affected Lender is replaceda Rejecting Lender, the Borrower may elect to have a part of the Rejecting Lender’s rights and obligations under this Agreement and the other Loan Documents assigned pursuant to this Section 2.20, provided that the Borrower also elects, pursuant to Section 2.19(c), to terminate the entire amount of such Rejecting Lender’s Commitment not so assigned, which termination shall be effective on the date on which such assignment of the Rejecting Lender’s rights and obligations is consummated under this Section 2.20. (c) Notwithstanding anything to the contrary contained in this Agreement, each Replacement Lender must be approved by the Agent in its sole discretion.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (ai) become a Defaulting Lender under Section 2.15, (bii) requested compensation from the Borrower Borrowers under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances to the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) aboveany case, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) 5 Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 10.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0710.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) 5 Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.10, 2.12 2.10 and 9.0410.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have shall: (a) become be a Defaulting Lender under Section 2.15Lender, (b) requested request compensation from the any Borrower under Section 2.12 with respect Sections 2.13(e), 4.01 or 4.02 to Taxes or recover Indemnified Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other LendersLender, or (c) delivered deliver a notice pursuant to Section 2.10(d) 4.03 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Advances Loans to the Borrower Company for reasons not generally applicable to the other Lenders, then then, in any such case, after the engagement of one or more “Replacement Lenders” (1as defined below) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from Company and/or the Borrower that Administrative Agent, the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment Agreements (and Acceptances within shall use commercially reasonable efforts to effect such assignment on or prior to five (5) Business Days after the date of such demand, ) to one or more financial institutions that comply with the provisions of Section 9.07 14.03(a) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose (each, a “Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0714.03. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances Assignment Agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with With respect to such assignment, assignment the Affected Lender shall have concurrently receivedbe entitled to receive, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.13(e), 4.01, and 4.02 with respect to such Affected Lender and compensation payable under Section 2.13(c) in the event of any replacement of any Affected Lender under clause (b) or clause (c) of this Section 2.18; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefitsbenefits of Sections 2.13(e), 4.01, 4.02, 4.04, and subject to the obligations, of Sections 2.10, 2.12 and 9.0411.06, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced12.09.

Replacement of Certain Lenders. In the event a Lender (“"Affected Lender”"): (i) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower under Section 2.12 with respect subsections 2.9 or 3.4 hereof to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other recover additional costs incurred by such Lender which, in any case, that are not being incurred generally by the other Lenders, or (cii) shall have delivered a notice pursuant to Section 2.10(d) subsection 3.3 hereof claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other LendersLenders or (iii) shall have invoked subsection 11.17 hereof, then (1) the then, in any such case, Borrower or Agent may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof make written demand on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender (with a copy to zero Agent in the case of a demand by Borrower and a copy to Borrower in the case of a demand by Agent) for the Affected Lender to assign, and, if a Replacement Lender (unlessas hereinafter defined) notifies the Affected Lender of its willingness to purchase the Affected Lender's interest and Agent and Borrower consent thereto in writing, within then such Affected Lender shall assign pursuant to one or more duly executed assignment and assumption agreements in substantially and in all material respects in the form and substance of Exhibit H five (5) Business Days after receipt by the date of such demand, to one or more Lenders or Eligible Assignees that Borrower or Agent, as the case may be, shall have engaged for such purpose ("Replacement Lender"), all of such Affected Lender's rights and obligations (from and after the date of such assignment) under this Agreement and the other Loan Documents (including, without limitation, its Commitment and all Loans owing to it) in accordance with subsection 11.7(b) hereof. As a condition to any such assignment, the Affected Lender of notice from the Borrower that the Borrower intends shall concurrently receive in cash or by wire transfer, all amounts due and owing to prepay and reduce the Commitment of the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to zerosuch Lender, in together with accrued interest thereon through the event that date of such Lender is an assignment, amounts payable under subsections 2.9, 3.4, 3.5, 3.6, 11.6 or 11.14 hereof with respect to such Affected Lender pursuant and the fees payable to (i) clause (a) abovesuch Affected Lender under subsections 2.4 and 2.18 hereof; provided that, upon such Lender no longer is a Defaulting Affected Lender's replacement, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04subsections 2.9, 3.4, 3.5, 3.6, 11.6 and 11.14 hereof, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 subsection 10.7 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred obligations and liabilities accruing prior to the date replacement of such Affected Lender. If the Affected Lender is replacedan LC Issuer, Borrower shall, at the time of or prior to replacement of such Affected Lender hereunder, cause all Facility L/Cs issued by such Affected Lender to be canceled and returned to such Affected Lender or, to the extent any one or more of such Facility L/Cs is not so canceled and returned, provide to such Affected Lender, as security for the Reimbursement Obligations in respect of such Facility L/Cs, cash collateral or a Letter of Credit issued by a Lender, and in form and substance, reasonably satisfactory to such Affected Lender. If and for as long as any Facility L/C issued by an Affected Lender remains outstanding after the replacement of such Affected Lender, such Affected Lender shall continue to have (but solely with respect to such outstanding Facility L/Cs issued by it prior to its replacement) the rights and obligations of an LC Issuer hereunder (including the right to receive the portion of the Facility L/C Fees payable to the LC Issuer in respect of such Facility L/Cs under clause (i) of subsection 2.18 hereof). Any Facility L/Cs that remain outstanding and have been issued by an Affected Lender that is replaced hereunder shall not be extended, modified or amended (other than to reduce the amount thereof).

Replacement of Certain Lenders. In the event a Lender (an “Affected Lender”) shall have have: (ai) become a Defaulting Lender under Section 2.15Lender, (bii) requested compensation from the Borrower under Section 2.12 with respect Sections 4.01, 4.02 or 4.05 to Taxes or recover Indemnified Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d) 4.03 claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other LendersLenders or (iv) has invoked Section 10.02, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in the event that any such Lender is an Affected Lender pursuant to (i) clause (a) abovecase, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 13.03 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment and/or Term Loan Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, it and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0713.03. The Administrative Agent is authorized to execute one or more of such Assignments any Assignment and Acceptances Assumption as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.04(a)(ii), 4.01, 4.02 and 4.05 with respect to such Affected Lender and compensation payable under Section 2.14(c) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.104.01, 2.12 4.02, 4.04, 4.05 and 9.0410.07, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 Article 11 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.02 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender has become a Defaulting Lender.

Replacement of Certain Lenders. In the event a If any Lender (“Affected a "Subject Lender”") shall have (ai) become is a Defaulting Lender under that owes a Defaulted Advance to the Borrower, (ii) makes demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 2.15, 2.10(a) or (b) requested compensation from the Borrower under or Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (ciii) delivered a gives notice pursuant to Section 2.10(d) claiming that requiring a conversion of such Lender is unable to extend Subject Lender's Eurodollar Rate Advances to Base Rate Advances or suspending such Lender's obligation to make Advances as, or to Convert or continue Advances into or as, Eurodollar Rate Advances, the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unlessmay, within five (5) Business Days after 90 days of receipt by the Affected Lender Borrower of such demand or notice from (or the occurrence of such other event causing the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue required to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of pay such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agentcompensation), as the case may be, shall have engaged for give notice (a "Replacement Notice") in writing to the Administrative Agent and such purpose Subject Lender of its intention to replace such Subject Lender with a financial institution (“a "Replacement Lender”") designated in such Replacement Notice. Unless the Administrative Agent shall, in the exercise of its reasonable discretion and within 30 days of its receipt of such Replacement Notice, notify the Borrower and such Subject Lender in writing that the designated financial institution is unsatisfactory to the Administrative Agent (such denial not being available to the Administrative Agent where the Replacement Lender is already a Lender), then such Subject Lender shall, subject to the payment of any amounts due pursuant to Sections 2.10(a) and (b) and Section 2.12, assign, in accordance with Section 9.07, all of such Affected Lender’s its Commitments, Advances, Notes and other rights and obligations under this Agreement and all other Loan Documents to such designated financial institution; provided, however, that (i) such assignment shall be without recourse, representation or warranty and (ii) the purchase price paid by such designated financial institution shall be in at least the amount of such Subject Lender's Advances, together with all accrued and unpaid interest and fees in respect thereof, plus all other amounts (including the amounts demanded and unreimbursed under Sections 2.10(a) and (b) and Section 2.12) owing to such Subject Lender hereunder. Upon the effective date of an assignment described above, the Borrower shall issue a replacement Note or Notes, as the case may be, to such designated financial institution or Replacement Lender, as applicable, and such institution shall become a "Lender" for all purposes under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replacedDocuments.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”"AFFECTED LENDER") shall have have: (aA) become failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Defaulting Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(D), which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which failure has not been cured, (bB) requested compensation from the Borrower under Section 2.12 with respect Sections 2.15(E), 4.1 or 4.2 to Taxes or recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (cC) delivered a notice pursuant to Section 2.10(d) 4.3 claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other Lenders or (D) has invoked Section 10.2; then, in any such case, after engagement of one or more "Replacement Lenders, then " (1as defined below) by the Borrower may prepay and/or the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unlessAdministrative Agent, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 13.3(A) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”"REPLACEMENT LENDER"), all of such Affected Lender’s 's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, L/C Drafts and unreimbursed drawings under Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with Section 9.0713.3. The Administrative Agent is authorized (but not required) to execute one or more of such Assignments and Acceptances assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.15(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.15(C) in the event of any replacement of any Affected Lender under clause (B) or clause (C) of this Section 2.20; provided that upon such Affected Lender’s 's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefitsbenefits of Sections 2.15(E), 4.1, 4.2, 4.4, and subject 10.7 (with respect to the obligations, of all amounts arising under such Sections 2.10, 2.12 and 9.04while such Lender was a party hereto), as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced11.8.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (ai) become a Defaulting Lender under Section 2.152.19, (bii) requested compensation from the Borrower under Section 2.12 2.14 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 2.11 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances to the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) abovehas not agreed to any consent, such Lender withdraws waiver or amendment that requires the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted agreement of all Lenders or all affected Lenders in clause (c) above) and extends such Eurodollar Rate Advances to accordance with the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits terms of Section 9.04, as well 9.01 and as to which the Required Lenders have agreed, , then, in any fees accrued for its account hereunder and not paidcase, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assignassign at par, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 9.08 which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”)purpose, all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances amounts owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.079.08. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that provided, that, upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.102.11, 2.12 2.14 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.

Replacement of Certain Lenders. In the event a Lender (the “Affected Lender”) shall have (a) become is a Defaulting Non-Consenting Lender under Section 2.152.23 or a non-consenting Lender under Section 13.06(b), (b) requested compensation from the Borrower under Section 2.12 with respect may, upon written notice to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances to the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the , require such Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances assign, within five (5) Business Days after the date of such demandnotice, to one or more financial institutions assignees selected by the Borrower and that are Eligible Assignees and otherwise comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent12.02 (each, as the case may be, shall have engaged for such purpose (a “Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, including without limitation, limitation its Commitment, Commitments and all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0712.02. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with With respect to any such assignment, the Affected Lender shall have concurrently received, with such assignment receive payment in cash, full of all amounts due and owing to the Affected Lender it hereunder or under any of the other Loan Document; provided that upon Documents with respect to the Loans and Commitments so assigned, including without limitation the aggregate outstanding principal amount of such Loans owed to such Affected Lender’s replacement, together with accrued interest thereon through the date of such assignment, amounts payable to such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 Article III with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior such Loans and all fees payable to such Affected Lender hereunder with respect to such Loans and Commitments so assigned. Any assignment to a Replacement Lender pursuant to the date provisions of this Section 2.24 shall be in accordance with the Affected provisions of Section 12.02 hereof. In no event shall any Lender is replacedhave any obligation to issue a new or increased Commitment to replace all or any part of any Commitment of any Non-Consenting Lender or any non-consenting Lender under Section 13.06(b).

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower Borrowers under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances to the Borrower for reasons not generally applicable to the other LendersLenders or (d) become a Non-Consenting Lender, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) aboveany case, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) 5 Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”)purpose, all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) ), in accordance with Section 9.0710.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) 5 Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.10, 2.12 2.10 and 9.0410.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 7.09 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.

Replacement of Certain Lenders. (a) In the event a Lender (“Affected Lender”): (i) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower under Section 2.12 with respect Sections 2.14 or 2.15 to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other recover additional costs incurred by such Lender which, in any case, that are not being incurred generally by the other Lenders, or (cii) shall have delivered a notice pursuant to Section 2.10(d) 2.16 claiming that such Lender is unable to extend Eurodollar Rate Advances LIBOR Loans to the Borrower for reasons not generally applicable to the other Lenders, then (1iii) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole shall have invoked Section 11.13 or (together with accrued interest to the date thereof on the principal amount prepaidiv) is a Rejecting Revolving Credit Lender pursuant to Section 2.06 and reduce 2.19 or a Rejecting Term Loan Lender pursuant to Section 2.20, then, in any such case, the Commitment Borrower or the Agent may effect the replacement of such Affected Lender to zero (unlessin accordance with the provisions of this Section 2.21, within five (5) Business Days after receipt by provided, however, that if the replacement of such Affected Lender is by reason of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (aiv) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and replacement of such Affected Lender shall cease to be a party hereto but shall continue to be entitled subject to the benefits provisions of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the 2.21(b). The Borrower or the Administrative Agent may elect to replace an Affected Lender and make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and, if a Replacement Lender (as hereinafter defined) notifies the Affected Lender of its willingness to purchase the Affected Lender’s interests in the Facilities and the Agent and the Borrower consent thereto in writing, then such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments assignment and Acceptances within acceptance agreements in substantially and in all material respects in the form and substance of Exhibit G five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which 12.03(a) that the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (each a “Replacement Lender”), all (or, to the extent required or permitted under Section 2.21(b), a part) of such Affected Lender’s rights and obligations (from and after the date of such assignment) under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0712.03. The Administrative Agent is authorized agrees, upon the occurrence of such events with respect to execute an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain commitments from one or more of such Assignments and Acceptances financial institutions to act as attorney-in-fact for a Replacement Lender. As a condition to any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts (except as otherwise provided in Section 2.21(b)) due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14 and 2.15 with respect to such Affected Lender and the fees payable to such Affected Lender under Section 2.09(b); provided that upon such Affected Lender’s replacement, such Affected Lender shall (except as otherwise provided in Section 2.21(b)) cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.102.14, 2.12 2.15, 2.17, 11.04 and 9.0411.06, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 10.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred obligations and liabilities accruing prior to the date replacement of such Affected Lender. (b) In the event that the Affected Lender is replaceda Rejecting Lender, the Borrower may elect to have a part of the Rejecting Lender’s rights and obligations under this Agreement and the other Loan Documents (or, if applicable under the last sentence of this Section 2.21(b), a portion of its rights and obligations with respect to the applicable Facility) assigned pursuant to this Section 2.21, provided that the Borrower also elects, (i) pursuant to Section 2.19(c) in the case of a Rejecting Revolving Credit Lender, to terminate the entire amount of such Rejecting Revolving Credit Lender’s Revolving Credit Commitment not so assigned, which termination shall be effective on the date on which such assignment of the Rejecting Revolving Credit Lender’s rights and obligations is consummated under this Section 2.21 or (ii) pursuant to Section 2.20(c) in the case of the Term Loan Lender, to prepay in full the entire amount of such Rejecting Lender’s Term Loan not so assigned, which prepayment shall be made on the date on which such assignment of the Rejecting Term Loan Lender’s rights and obligations is consummated under this Section 2.21. In the event that the Affected Lender is a Rejecting Lender with respect to one, but not both, of the Facilities, the replacement of such Affected Lender may be effected with respect to the Facility as to which such Affected Lender is a Rejecting Lender and, if so effected, may (at the Borrower’s election) also be effected with respect to the interest of such Rejecting Lender in the other Facility.

Replacement of Certain Lenders. In the event a Lender (the “Affected Lender”) shall have (a) become is a Defaulting Non-Consenting Lender under Section 2.152.23, (ba non-consenting Lender under Section 13.06(b) requested compensation from or a Designated Lender, the Borrower under Section 2.12 with respect may, upon written notice to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances to the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the , require such Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances assign, within five (5) Business Days after the date of such demandnotice, to one or more financial institutions assignees selected by the Borrower and that are Eligible Assignees and otherwise comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose 12.02 (each a “Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, including without limitation, limitation its Commitment, Commitments and all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0712.02. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with With respect to any such assignment, the Affected Lender shall have concurrently received, with such assignment receive payment in cash, full of all amounts due and owing to the Affected Lender it hereunder or under any of the other Loan Document; provided that upon Documents with respect to the Loans and Commitments so assigned, including without limitation, the aggregate outstanding principal amount of the Loans owed to such Affected Lender’s replacement, together with accrued interest thereon through the date of such assignment, amounts payable to such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 Article III with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior such Loans and all fees payable to such Affected Lender hereunder with respect to such Loans and Commitments so assigned. Any assignment to a Replacement Lender pursuant to the date provisions of this Section 2.24 shall be in accordance with the Affected provisions of Section 12.02 hereof. In no event shall any Lender have any obligation to issue a new or increased Commitment to replace all or any part of any Commitment of any Non-Consenting Lender, non-consenting Lender under Section 13.06(b) or Designated Lender. (b) A new Section 2.25 is replaced.added immediately after Section 2.24 to read as follows:

Replacement of Certain Lenders. In the event If a Lender (“Affected Lender”) shall have have: (ai) become a Defaulting Lender under Section 2.15or a Non-Consenting Lender, (bii) requested compensation from the Borrower under Section 2.12 with respect Sections 2.14(e), 4.1 or 4.2 to Taxes or recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d) 4.3 claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other LendersLenders or (iv) has invoked Section 11.2, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest may, at its sole expense and effort, upon notice to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent, as require such Lender to assign and delegate, without recourse (in accordance with and subject to the case may berestrictions contained in, shall have engaged for such purpose (“Replacement Lender”and consents required by, Section 14.1), all of such Affected Lender’s its interests, rights (other than its existing rights to payments pursuant to Sections 2.14(e), 4.1, 4.2, 4.4, and 11.7) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 14.1; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including, without limitation, its Commitment, including any amounts under Section 4.4) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunderother amounts); (c) in accordance the case of any such assignment resulting from a claim for compensation or payments required to be made pursuant to Section 4.1 or 4.2, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with Section 9.07applicable Requirements of Law; and (e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. 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 the Borrower to require such assignment and delegation cease to apply. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances assignment agreements as attorney-in-fact attorney‑in‑fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after demand from the date of such demand. Further, with respect to such assignment, Administrative Agent or the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, Company for such Affected Lender shall cease to be a party hereto but shall continue to be entitled to execute and deliver the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replacedsame.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower Borrowers under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d) claiming that such Lender Xxxxxx is unable to extend Eurodollar Rate Advances to the Borrower for reasons not generally applicable to the other LendersLenders or (d) become a Non-Consenting Lender, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) aboveany case, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) 5 Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”)purpose, all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) ), in accordance with Section 9.0710.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) 5 Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.10, 2.12 2.10 and 9.0410.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 7.09 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”"AFFECTED ------------------------------ LENDER") shall have have: (ai) become failed to fund its pro rata share of any Advance requested by the Borrower, or to fund a Defaulting Syndicated Loan in order to repay Swing Line Loans pursuant to Section 2.2(d) or Reimbursement Obligations or -------------- participations with respect to Letters of Credit pursuant to Section 3.6 or ----------- Section 3.7, which such Lender is obligated to fund under Section 2.15the terms of this ----------- Agreement and which failure has not been cured, (bii) requested compensation from the Borrower under Section 2.12 with respect Sections 4.1, 4.2 or 4.5 to Taxes or recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or ------------ --- --- other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d) 4.3 ----------- claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other LendersLenders or (iv) has invoked Section 10.2, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in the event that any such Lender is an Affected Lender pursuant to (i) clause (a) abovecase, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make ------------ written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments assignments and Acceptances within acceptances in substantially the form of Exhibit E five (5) Business Days after the date of --------- such demand, to one or more financial institutions that comply with the provisions of Section 9.07 13.3.1 which the Borrower or the Administrative Agent, as the case may -------------- be, shall have engaged for such purpose (“Replacement Lender”"REPLACEMENT LENDER"), all of such Affected Lender’s 's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0713.3. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with With respect to such assignment, the Affected ------------ Lender shall have not be obligated to effect such an assignment unless it has concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 4.1, 4.2 and 4.5 with respect to such Affected ------------ --- --- Lender and compensation payable under Section 2.6 in the event of any ----------- replacement of any Affected Lender under clause (ii) or clause (iii) of this ----------- ------------ Section 2.20; provided that upon such Affected Lender’s 's replacement, such ------------ -------- Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.104.1, 2.12 4.2, 4.4, 4.5 and 9.0410.6, as well as to ------------ --- --- --- ---- any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 11.8 with respect to lossesamounts not reimbursed by the ------------ Borrower, expenses or other liabilities, obligations, liabilitieslosses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements for imposed on, incurred by or asserted against the Agent in any way relating to matters which occurred prior to such assignment. The Agent agrees, upon the date the occurrence of such events with respect to an Affected Lender is replacedand upon the written request of the Borrower, to use its reasonable efforts to obtain commitments from one or more financial institutions to act as a Replacement Lender.

Replacement of Certain Lenders. In the event If a Lender (“"Affected ------------------------------ Lender”") shall have (ai) become a Defaulting failed to fund its Pro Rata share of any Loan requested by Borrowers which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which such failure has not been cured, (bii) requested compensation from the Borrower Borrowers under Section 2.12 with respect 2.7 to Taxes or Other Taxes or with respect to recover increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, (or its parent or holding company) which are not being incurred generally by the other LendersLenders (or their respective parents or holding companies), or (ciii) delivered a notice pursuant to Section 2.10(d) 2.6 hereof claiming that such Lender is unable to extend Eurodollar Rate Advances LIBOR Loans to the Borrower Borrowers for reasons not generally applicable to the other Lenders, then (1) the then, in any such case and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of have against such Affected Lender, or (2) the any Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the a Borrower and a copy to the Borrower Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances within five (5) 5 Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower Lenders willing to accept such assignment or the Administrative assignments, or to one or more Eligible Assignees designated by Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s 's rights and obligations under this Agreement (including its Commitments and the other Loan Documents (including, without limitation, its Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0713 hereof. The Administrative Agent is hereby irrevocably authorized to execute one or more of such Assignments Assignment and Acceptances as attorney-in-fact for any Affected Lender failing which fails or refuses to execute and deliver the same within five (5) 5 Business Days after the date of such demand. Further, with respect to such assignment, the The Affected Lender shall have concurrently receivedbe entitled to receive, in cashcash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts due and owing owed to the Affected Lender hereunder or under any other Loan Document; provided that upon , including the aggregate outstanding principal amount of the Revolver Loans owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender’s replacementLender pursuant to this Section 12.17, such Affected Lender shall cease to be a party hereto but have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall continue have no further liability to be entitled to Agent, any Lender or any other Person under any of the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, Loan Documents (except as well provided in Section 12.6 hereof as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses events or disbursements for matters transactions which occurred occur prior to the date the replacement of such Affected Lender is replacedLender), including any commitment to make loans or purchase participations in LC Obligations.

Replacement of Certain Lenders. In the event a Lender (“"Affected Lender”") shall have have: (ai) become a Defaulting failed to fund its Revolving Loan Pro Rata Share of any Advance requested by the Borrower, which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which failure has not been cured, (bii) requested compensation from the Borrower under Section 2.12 with respect Sections 2.13(E), 4.1 or 4.2 to Taxes or recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d) 4.2 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Advances Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked Section 11.2; then, in any such case, after engagement of one or more "Replacement Lenders, then " (1as defined below) by the Borrower may prepay and/or the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unlessAdministrative Agent, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 14.3(A) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“"Replacement Lender”"), all of such Affected Lender’s 's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, L/C Drafts and unreimbursed drawings under Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0714.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with With respect to any such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.13(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.13(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.17; provided that upon such Affected Lender’s 's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefitsbenefits of Sections 2.13(E), 4.1, 4.2, 4.4, and subject to the obligations, of Sections 2.10, 2.12 and 9.0411.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 12.8. Upon the replacement of any Affected Lender pursuant to this Section 2.17, the provisions of Section 9.2 shall continue to apply with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters Loans which occurred prior are then outstanding with respect to the date which the Affected Lender is replacedfailed to fund its Revolving Loan Pro Rata Share and which failure has not been cured.

Replacement of Certain Lenders. In the event If a Lender (“an "Affected Lender”") shall have (a) become a Defaulting Lender under Section 2.15, (b) requested or becomes entitled to receive compensation from the Borrower under Section 2.12 with respect Sections 4.1 or 4.3 to recover Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (c) shall have delivered a notice pursuant to Section 2.10(d) 4.2 claiming that such Lender is unable to extend Eurodollar or continue Offshore Rate Advances Loans to the Borrower for reasons not generally applicable to the other Lenders, then (1) in any such case, so long as no Default or Event of Default has occurred and shall be continuing, the Borrower may prepay make written demand on such Affected Lender (with a copy to the outstanding principal amount Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall assign to one or more Eligible Assignees (that are reasonably acceptable to the Administrative Agent) which the Borrower shall have engaged for such purpose (each a "Replacement Lender"), pursuant to a duly executed Assignment and Acceptance within thirty (30) Business Days after the date of such demand, all of such Affected Lender’s Advances 's rights and obligations under this Agreement and the other Loan Documents (including its Revolving Commitment and Short Term Revolving Commitment its Term Loans and all Revolving Loans and Short Term Revolving Loans owing to it) in whole (together accordance with accrued interest Section 11.8. Further, with respect to any such assignment, the date thereof on the principal amount prepaid) pursuant Affected Lender shall have concurrently received, in cash, all amounts due and owing to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unlesshereunder or under any other Loan Document. Upon such Affected Lender's replacement, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04Sections 4.1, 4.3 and 11.4 accruing with respect to such Affected Lender prior to the date such Affected Lender is replaced, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder being replaced and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced10.7.

Replacement of Certain Lenders. In the event a any Lender (“an "Affected Lender”") shall have have: (ai) become failed to fund its Revolving Loan Pro Rata Share, Supplemental Syndicated Loan Pro Rata Share or Term Loan Pro Rata Share, as applicable, of any Advance requested by the Borrower, or to fund a Defaulting Revolving Loan (including to repay Swing Line Loans pursuant to Section 2.3(d) or L/C Obligations) or a Supplemental Syndicated Loan, which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which failure has not been cured, (bii) requested compensation from the Borrower under Section 2.12 with respect Sections 2.15(E), 4.1 or 4.2 to Taxes or recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d) 4.3 claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other LendersLenders or (iv) has invoked Section 10.2, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in the event that any such Lender is an Affected Lender pursuant to (i) clause (a) abovecase, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable its best efforts to assign pursuant to one or more duly executed Assignments assignments and Acceptances acceptances in substantially the form of Exhibit E within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 13.3(A) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“a "Replacement Lender”"), all of such Affected Lender’s 's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, Supplemental Syndicated Loan Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of CreditCredit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with Section 9.0713.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Agent is authorized to execute one or more of such Assignments and Acceptances assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.15(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.15(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.20; provided that upon such Affected Lender’s Lenders replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefitsbenefits of Sections 2.15(E), 4.1, 4.2, 4.4, and subject to the obligations, of Sections 2.10, 2.12 and 9.0410.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced11.8.

Replacement of Certain Lenders. In the event a Lender (“"Affected ------------------------------ Lender”") shall have have: (ai) become failed to fund its Pro Rata Share of any Advance requested by a Defaulting Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.2(D), or to make payment in respect of any -------------- Alternate Currency Loan purchased by such Lender pursuant to Section 2.20(E), --------------- which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which failure has not been cured, (bii) requested compensation from the a Borrower under Section 2.12 with respect Sections 2.14(E), ---------------- 4.1 or 4.2 to Taxes or recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by --- --- such Lender which, in any case, which are not being incurred generally by the other LendersLenders except as provided under any applicable Alternate Currency Addendum, or (ciii) delivered a notice pursuant to Section 2.10(d) 4.3 claiming that such Lender is unable to extend Eurodollar ----------- Eurocurrency Rate Advances Loans to the Borrower for reasons not generally applicable to the other LendersLenders or (iv) has invoked Section 10.2, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in any such case, the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the ------------ Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 13.3(A) which the Borrower or the Administrative Agent, as --------------- the case may be, shall have engaged for such purpose (“"Replacement Lender”"), all of such Affected Lender’s 's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Advances Loans owing to it, all of its funded participations in, and its obligations to purchase participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans, Alternate Currency Loans, Letters of Credit, L/C Drafts and unreimbursed drawings hereunder) in accordance with Section 9.0713.3. The Administrative Agent ------------ agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to ---------------- --- --- such Affected Lender and compensation payable under Section 2.14(C) in the event --------------- of any replacement of any Affected Lender under clause (ii) or clause (iii) of ----------- ------------ this Section 2.19; provided that upon such Affected Lender’s 's replacement, such ------------ Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefitsbenefits of Sections 2.14(E), 4.1, 4.2, 4.4, and subject to the obligations, of Sections 2.10, 2.12 and 9.0410.7, as well ---------------- --- --- --- ---- as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 11.8; provided, however, that the ------------ obligations under Section 11.8 shall relate only to those obligations which ------------ arose or are attributable to the period prior to the Affected Lender's replacement. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to apply with respect ------------ ----------- to Loans which are then outstanding with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replacedfailed to fund its Pro Rata Share and which failure has not been cured.

Replacement of Certain Lenders. In the event If a Lender (“"Affected Lender”") shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower Borrowers under Section 2.12 with respect Sections 3.1, 3.2 or 3.3 to recover Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d) 3.4 claiming that such Lender is unable to extend Eurodollar Rate Eurocurrency Advances to the Borrower Borrowers for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in the event that any such Lender is an Affected Lender pursuant to (i) clause (a) abovecase, such Lender so long as no longer is a Defaulting LenderDefault or Unmatured Default exists, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent Group may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments assignment and Acceptances within five acceptance agreements in substantially the form of Exhibit F thirty (530) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 12.3 (and that are reasonably acceptable to the Agent) which the Borrower or the Administrative Agent, as the case may be, Group shall have engaged for such purpose (“"Replacement Lender”"), all of such Affected Lender’s 's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, including its Revolving Loan Commitment, all Advances Loans owing to it, all of its participation interests in existing outstanding Facility Letters of Credit, and its obligation to participate in additional Facility Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand12.3. Further, with respect to any such assignment, assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the such Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment from the Replacement Lender, amounts payable under Sections 3.1, 3.2 and 3.3 with respect to such Affected Lender and compensation payable under Section 2.6; provided that upon such Affected Lender’s 's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.103.1, 2.12 3.2, 3.3, 3.5 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 9.6 accruing with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred such Affected Lender prior to the date the Affected Lender is replaced.date

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (ai) become a Defaulting Lender under Section 2.152.19, (bii) requested compensation from the Borrower under Section 2.12 2.14 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 2.11 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, (iii) has not agreed to any consent, waiver or amendment that requires the agreement of all Lenders or all affected Lenders in accordance with the terms of Section 9.01 and as to which the Required Lenders have agreed, or (civ) delivered a notice pursuant to Section 2.10(d) 2.12 claiming that such Lender is unable to extend Eurodollar Rate Advances Revolving Loans to the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in any case, the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assignassign at par, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 9.08 which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”)purpose, all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances Revolving Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.079.08. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that provided, that, upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.102.11, 2.12 2.14 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have have: (a) become a Defaulting failed to fund its Pro Rata Share of any Advance requested by the applicable Borrower, or to make payment in respect of any Alternate Currency Loan purchased by such Lender pursuant to Section 2.22(e), which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which failure has not been cured, (b) requested compensation from the any Borrower under Section 2.12 with respect Sections 2.15(e), 4.1 or 4.2 to Taxes or recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other LendersLenders except as provided under any applicable Alternate Currency Addendum, or (c) delivered a notice pursuant to Section 2.10(d) 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Advances Loans to the Borrower Company for reasons not generally applicable to the other Lenders, then then, in any such case, after the engagement of one or more “Replacement Lenders” (1as defined below) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from Company and/or the Borrower that Administrative Agent, the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 14.3(a) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose (each, a “Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Alternate Currency Loans hereunder) in accordance with Section 9.0714.3. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances Assignment Agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with With respect to such assignment, assignment the Affected Lender shall have concurrently receivedbe entitled to receive, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.15(e), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.15(c) in the event of any replacement of any Affected Lender under clause (b) or clause (c) of this Section 2.20; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefitsbenefits of Sections 2.15(e), 4.1, 4.2, 4.4, and subject to the obligations, of Sections 2.10, 2.12 and 9.0411.6, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced12.8.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have have: (a) become a Defaulting failed to fund its Pro Rata Share of any Advance requested by the applicable Borrower, or to make payment in respect of any Alternate Currency Loan purchased by such Lender pursuant to Section 2.23(e), which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which failure has not been cured, (b) requested compensation from the any Borrower under Section 2.12 with respect Sections 2.16(e), 4.1 or 4.2 to Taxes or recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other LendersLenders except as provided under any applicable Alternate Currency Addendum, or (c) delivered a notice pursuant to Section 2.10(d) 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Advances Loans to the Borrower Company for reasons not generally applicable to the other Lenders, then then, in any such case, after the engagement of one or more “Replacement Lenders” (1as defined below) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from Company and/or the Borrower that Administrative Agent, the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 14.3(a) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose (each, a “Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Alternate Currency Loans hereunder) in accordance with Section 9.0714.3. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances Assignment Agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with With respect to such assignment, assignment the Affected Lender shall have concurrently receivedbe entitled to receive, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.16(e), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.16(c) in the event of any replacement of any Affected Lender under clause (b) or clause (c) of this Section 2.21; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefitsbenefits of Sections 2.16(e), 4.1, 4.2, 4.4, and subject to the obligations, of Sections 2.10, 2.12 and 9.0411.6, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced12.8.

Replacement of Certain Lenders. In If a Lender, other than the event a Agent, as Lender (“Affected Lender”) an "AFFECTED LENDER"), shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower under Section 2.12 with respect to Taxes Sections 2-20(g) or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders2-22, or (c) if the Agent shall have delivered a notice pursuant to Section 2.10(d) 2-21 claiming that such any Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in the event that any such Lender is an Affected Lender pursuant to (i) clause case, so long as no Event of Default exists: (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the The Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) no later than thirty (30) days after such request for the Affected Lender to assign, without recourse, and such Affected Lender shall use commercially reasonable efforts to so assign pursuant to one or more duly executed Assignments and Acceptances in accordance with Section 2-23 within five ten (510) Business Days after the date of such demand, to one or more financial institutions that comply with (which institutions are reasonably acceptable to the provisions of Section 9.07 Agent) which the Borrower or the Administrative Agent, as the case may be, shall have engaged designated for such purpose (“Replacement Lender”a "REPLACEMENT LENDER"), all of such Affected Lender’s 's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, including its Dollar Commitment, all Advances loans owing to it, all of its participation interests in existing Letters of Creditoutstanding L/C's, and its obligation to participate in additional Letters of Credit L/C's hereunder) in accordance with Section 9.072-23. The Administrative Borrower shall be responsible for the payment of all reasonable costs and expenses, including reasonable attorney's fees and expenses, incurred by the Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected the successor Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, in connection with respect all matters relative to such assignment, the . (b) The Affected Lender shall have concurrently receivedreceive, concurrent with such assignment, in cash, all amounts due and owing to the such Affected Lender hereunder or under any other Loan Document; provided that upon , including, without limitation, the aggregate outstanding principal amount of the loans owed to such Lender, together with accrued interest thereon and accrued fees through the date of such assignment from the Replacement Lender, and all amounts payable under Sections 2-20(g) or 2-22 with respect to such Affected Lender’s . (c) Upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replacedreleased of all obligations hereunder.

Replacement of Certain Lenders. In the event If a Lender (“an "Affected Lender”") shall have (a) become a Defaulting Lender under Section 2.15Lender, (b) requested compensation from the Borrower Borrowers under Section 2.12 2.13 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 9.03 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, (c) has not agreed to any consent, waiver or amendment that requires the agreement of all Lenders (or all affected Lenders) in accordance with the terms of Section 11.05 and as to which the Required Lenders have agreed, or (cd) delivered a notice pursuant to Section 2.10(d) 9.02 claiming that such Lender is unable to extend Eurodollar Rate Euro-Dollar Advances to the Borrower for reasons not generally applicable to the other Lenders, then then, in any such case, Borrower Agent or Agent may make written demand on the Affected Lender (1with a copy to Agent in the case of a demand by Borrower Agent and a copy to Borrower Agent in the case of a demand by Agent) for the Affected Lender to assign, without recourse, and such Affected Lenders shall assign, without recourse, pursuant to one or more duly executed Assignments and Assumptions 5 Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 11.07 which Borrower Agent or Agent, as the case may prepay be, shall have engaged for such purpose (the outstanding principal amount "Replacement Lender"), all of such Affected Lender’s 's rights and obligations under this Agreement and the other Loan Documents (including its Commitments (if any), all Advances owing to it, and its obligations (if any) to participate in whole additional Letters of Credit hereunder) in accordance with Section 11.07), provided that (together with i) such Lender shall have received payment of an amount equal to the outstanding principal of its Advances and participations in Reimbursement Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 9.05) from the assignee (to the date thereof on extent of such outstanding principal and accrued interest and fees) or Borrower (in the principal amount prepaidcase of all other amounts); (ii) in the case of any such assignment resulting from a claim for compensation under Section 9.03 or payments required to be made pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above2.13, such Lender no longer is assignment will result in a Defaulting Lender, (ii) clause (b) above, reduction in such Lender withdraws the request for compensation as set forth in clause (b) above or payments thereafter; and (iii) clause in the case of any assignment resulting from a subsection (c) above, the applicable assignee shall have consented to the applicable amendment, waiver or consent. 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 withdraws or otherwise, the notice delivered pursuant circumstances entitling Borrower to Section 2.10(d) claiming that require such assignment and delegation cease to apply. Agent is authorized to execute one or more of such Assignments and Assumptions as attorney-in-fact for any Affected Lender is unable failing to extend Eurodollar Rate Advances (as noted in clause (c) above) execute and extends deliver the same within 5 Business Days after the date of such Eurodollar Rate Advances to the Borrower) and demand. Upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.042.13 and Section 9.03, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated for all indemnities and reimbursement obligations under this Agreement (including pursuant to Section 7.07 11.03) or any other Loan Document with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date on which the Affected Lender is replaced.

Replacement of Certain Lenders. In the event If a Lender (“the "Affected Lender”") shall have failed to fund its Proportionate Share of any Loan requested (aor deemed requested) become a Defaulting Lender under Section 2.15, (b) requested compensation from by the Borrower under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by Borrowers which such Lender whichis obligated to fund under the terms of this Agreement and which failure has not been cured, then, in any case, are not being incurred generally by the such case and in addition to any other Lenders, or (c) delivered a notice pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances to the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 rights and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower remedies that the Borrower intends to prepay and reduce Agent, any other Lender or the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of Borrowers may have against such Affected Lender, or (2) the Borrower Agent or the Administrative Borrowers' Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent Borrowers' Agent, in the case of a any demand by the Borrower Agent, and a copy to the Borrower Agent, in the case of a any demand by the Administrative Borrowers' Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances within five (5) 5 Business Days after the date of such demand, to one or more financial institutions that comply with Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by the provisions of Section 9.07 which the Borrower Agent or the Administrative Borrowers' Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s 's rights and obligations under this Agreement (including its Commitments and the other Loan Documents (including, without limitation, its Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07ARTICLE 12. The Administrative Agent is hereby irrevocably authorized to execute one or more of such Assignments Assignment and Acceptances as attorney-in-fact for any Affected Lender failing which fails or refuses to execute and deliver the same within five (5) 5 Business Days after the date of such demand. Further, with respect to such assignment, the The Affected Lender shall have concurrently receivedbe entitled to receive, in cashcash and concurrently with the execution and delivery of each such Assignment and Acceptance, all amounts due and owing owed to the Affected Lender hereunder or under any other Loan Document; provided that upon , including the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued and unpaid interest thereon through the date of such assignment. Upon the replacement of any Affected Lender’s replacementLender pursuant to this SECTION 3.7(e), such Affected Lender shall cease to be a party hereto but have any participation in, entitlement to, or other right to share in the Security Interest or any other Lien of the Agent in any Collateral and such Affected Lender shall continue to be entitled have no further liability to the benefitsAgent, and subject to any Lender or any other Person under any of the obligationsLoan Documents (except as provided by applicable law, of Sections 2.10, 2.12 and 9.04, as well in SECTION 13.7 or elsewhere in this Agreement as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses events or disbursements for matters transactions which occurred occur prior to the date the replacement of such Affected Lender is replacedLender).

Replacement of Certain Lenders. In the event If a Lender (“Affected Lender”"AFFECTED LENDER") shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower under Section 2.12 with respect Sections 2.16, 2.18 or 2.19 to recover Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d2.16(a)(iii) claiming that such Lender is unable to extend CKE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other Lenders, then (1) then, in any such case, so long as no Default or Event of Default exists, the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments assignment and Acceptances within five acceptance agreements in substantially the form of Exhibit I thirty (530) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 Sections 10.4(c) and 10.4(d) (and that are reasonably acceptable to the Agent) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”"REPLACEMENT LENDER"), all of such Affected Lender’s 's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, including its Revolving Loan Commitment, all Advances Loans owing to it, all of its participation interests in existing outstanding Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments Sections 10.4(c) and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand10.4(d). Further, with respect to any such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the such Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment from the Replacement Lender, amounts payable under Sections 2.16, 2.18 and 2.19 with respect to such Affected Lender and compensation payable under Section 2.15; provided PROVIDED, that upon such Affected Lender’s 's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefitsbenefits of Sections 2.16, 2.17, 2.18, 2.19 and subject 10.1 accruing with respect to such Affected Lender prior to the obligations, of Sections 2.10, 2.12 and 9.04date such Affected Lender is replaced, as well as to any fees accrued for its account hereunder prior to being replaced and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced9.7.

Replacement of Certain Lenders. In the event If a Lender (“"Affected Lender”") shall have (ai) become a Defaulting failed to fund its Commitment Percentage of any Loan requested by the Borrower which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which such failure has not been cured, (bii) requested compensation from the Borrower under Section 2.12 with respect SECTION 8.05 to Taxes or Other Taxes or with respect to recover increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, Lenders or (ciii) delivered a notice pursuant to Section 2.10(d) ARTICLE 8 claiming that such Lender (or its Affiliate) is unable to extend Eurodollar Rate Advances Euro-Dollar Loans to the Borrower for reasons not generally applicable to the other Lenders, then (1) then, in any such case and in addition to any other rights and remedies that the Agent, any other Lender or the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of have against such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with Lenders willing to accept such assignment or assignments, or to one or more Assignees approved by the provisions of Section 9.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s 's rights and obligations under this Agreement (including its Commitments and the other Loan Documents (including, without limitation, its Commitment, all Advances Obligations owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07SECTION 10.08; provided, however, the Agent shall have no duty to locate an Assignee for the purposes of accepting such assignment. The Administrative Agent is hereby irrevocably authorized to execute one or more of such Assignments Assignment and Acceptances as attorney-in-fact for any Affected Lender failing which fails or refuses to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the The Affected Lender shall have concurrently receivedbe entitled to receive, in cashcase and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts due and owing owed to the Affected Lender hereunder or under any other Loan Credit Document; provided that upon , including the aggregate outstanding principal amount of the Obligations owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender’s replacementLender pursuant to this SECTION 7.14, such Affected Lender shall cease to be a party hereto but have any participation in, entitlement to, or other right to share in the Liens of the Agent in any Collateral and such Affected Lender shall continue to be entitled have no further liability to the benefitsAgent, and subject to any Lender or any other Person under any of the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 Credit Documents (except with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses events or disbursements for matters transactions which occurred occur prior to the date replacement of such Affected Lender), including any commitment to make Loans or purchase any participations in the Affected Lender is replacedWachovia Letters of Credit.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have shall: (a) become be a Defaulting Lender under Section 2.15Lender, (b) requested request compensation from the any Borrower under Section 2.12 with respect Sections 2.15(e), 4.01 or 4.02 to Taxes or recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other LendersLenders except as provided under any applicable Alternate Currency Addendum, or (c) delivered deliver a notice pursuant to Section 2.10(d) 4.03 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Advances Loans to the Borrower Company for reasons not generally applicable to the other Lenders, then then, in any such case, after the engagement of one or more “Replacement Lenders” (1as defined below) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from Company and/or the Borrower that Administrative Agent, the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 14.03(a) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose (each, a “Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Alternate Currency Loans hereunder) in accordance with Section 9.0714.03. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances Assignment Agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with With respect to such assignment, assignment the Affected Lender shall have concurrently receivedbe entitled to receive, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.15(e), 4.01, and 4.02 with respect to such Affected Lender and compensation payable under Section 2.15(c) in the event of any replacement of any Affected Lender under clause (b) or clause (c) of this Section 2.20; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefitsbenefits of Sections 2.15(e), 4.01, 4.02, 4.04, and subject to the obligations, of Sections 2.10, 2.12 and 9.0411.06, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced12.09.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the a Borrower under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Advances to the a Borrower for reasons not generally applicable to the other Lenders, then (1) the Applicable Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Applicable Borrower that the Applicable Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.clause

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances to the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.10, 2.12 2.10 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.

Replacement of Certain Lenders. In the event a If any Lender (“Affected a "Subject Lender”") shall have makes demand upon the Borrower for (aor if the Borrower is otherwise required to pay) become a Defaulting Lender under amounts pursuant to Section 2.15, 2.10(a) or (b) requested compensation from the Borrower under or Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a gives notice pursuant to Section 2.10(d2.10 (c) claiming that or (d) requiring a conversion of such Lender is unable to extend Subject Lender's Eurodollar Rate Advances to Prime Rate Advances or suspending such Lender's obligation to make advances as, or to Convert or continue Advances into or as, Eurodollar Rate Advances, the Borrower for reasons not generally applicable to the other LendersBorrower, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unlessmay, within five (5) Business Days after 90 days of receipt by the Affected Lender Borrower of such demand or notice from (or the occurrence of such other event causing the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue required to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of pay such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agentcompensation), as the case may be, shall have engaged for give notice (a "Replacement Notice") in writing to the Administrative Agent and such purpose Subject Lender of its intention to replace such Subject Lender with a financial institution (“a "Replacement Lender”") designated in such Replacement Notice. Unless the Administrative Agent shall, in the exercise of its reasonable discretion and within 30 days of its receipt of such Replacement Notice, notify the Borrower and such Subject Lender in writing that the designated financial institution is unsatisfactory to the Administrative Agent (such denial not being available to the Administrative Agent where the Replacement Lender is already a Lender), then such Subject Lender shall, subject to the payment of any amounts due pursuant to Sections 2.10(a) and (b) and Section 2.12 assign, in accordance with Section 8.07, all of such Affected Lender’s its Commitments, Advances, Notes and other rights and obligations under this Agreement and all other Loan Documents to such designated financial institution; provided, however, that (i) such assignment shall be without recourse, representation or warranty and (ii) the purchase price paid by such designated financial institution shall be in at least the amount of such Subject Lender's Advances, together with all accrued and unpaid interest and fees in respect thereof, plus all other amounts (including the amounts demanded and unreimbursed under Sections 2.10(a) and (b) and Section 2.12 owing to such Subject Lender hereunder. Upon the effective date of an assignment described above, the Borrower shall issue a replacement Note or Notes, as the case may be, to such designated financial institution or Replacement Lender, as applicable, and such institution shall become a "Lender" for all purposes under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replacedDocuments.

Replacement of Certain Lenders. In If (a) no Event of Default exists and Borrower Agent requests in writing the event replacement of the Co-Collateral Agent in its capacity as Co-Collateral Agent and as a Lender hereunder or (“Affected Lender”b) a Lender shall have (ai) become a Defaulting Lender under Section 2.15the terms of this Agreement and its default has not been cured, (bii) requested compensation from the Borrower Borrowers under Section 2.12 with respect 2.10, 2.11 or 2.25 to Taxes or Other Taxes or with respect to recover increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, (or its parent or holding company) which are not being incurred generally by the other LendersLenders (or their respective parents or holding companies) or becomes entitled to increased payments under Section 2.25, or (ciii) delivered a notice pursuant to Section 2.10(d) 2.9 claiming that such Lender is unable to extend Eurodollar Rate Advances LIBOR Loans or LIR Loans to the Borrower Borrowers for reasons not generally applicable to the other LendersLenders or (iv) failed or refused to give its consent to any amendment, then (1) the Borrower may prepay the outstanding principal amount waiver or action for which consent of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment all of the Affected Lenders is required and in respect of which the Requisite Lenders have consented (any Lender to zero, referenced in the event that such Lender is an Affected Lender pursuant to (i) clause clauses (a) aboveor (b) above hereinafter referred to as an "Affected Lender"), then, in any such Lender no longer is a Defaulting Lender, case under either clauses (iia) clause or (b) above, such Lender withdraws the request for compensation as set forth and in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as addition to any fees accrued for its account hereunder other rights and not paidremedies that Agent, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses any other Lender or disbursements for matters which occurred prior to the reduction of the Commitment of any Borrower may have against such Affected Lender, or (2) the any Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Xxxxxxxxx and a copy to the Borrower Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower Lenders willing to accept such assignment or the Administrative assignments, or to one or more Eligible Assignees designated by Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s 's rights and obligations under this Agreement (including its Commitment and the other Loan Documents (including, without limitation, its Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0711.6. The Administrative Agent is hereby irrevocably authorized to execute one or more of such Assignments Assignment and Acceptances as attorney-in-fact for any Affected Lender failing which fails or refuses to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the The Affected Lender shall have concurrently receivedbe entitled to receive, in cashcash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts due and owing owed to the Affected Lender hereunder or under any other Loan Credit Document; provided that upon , including the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment (but excluding any prepayment penalty or termination charge). Upon the replacement of any Affected Lender’s replacementLender pursuant to this Section 11.7, such Affected Lender shall cease to be a party hereto but have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall continue have no further liability to be entitled to Agent, any Lender or any other Person under any of the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, Credit Documents (except as well provided in Section 9.6 as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses events or disbursements for matters transactions which occurred occur prior to the date replacement of such Affected Lender), including any Commitment to make Loans or purchase participations in LC Obligations. Agent shall have the Affected right at any time, but shall not be obligated to, upon written notice to any Lender is replacedand with the consent of such Lender (which may be granted or withheld in such Xxxxxx's discretion), to purchase for Agent's own account all of such Xxxxxx's right, title and interest in and to this Agreement, the other Credit Documents and the Obligations (together with such Xxxxxx's interest in the Commitments), for the face amount of the Obligations owed to such Lender (or such greater or lesser amount as Agent and Lender may mutually agree upon).

Replacement of Certain Lenders. In the event a Lender (“"Affected Lender”") shall have (ai) become a Defaulting Lender under Section 2.15, (bii) requested compensation from the Borrower Borrowers under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances to the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) aboveany case, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) 5 Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 10.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“"Replacement Lender”"), all of such Affected Lender’s 's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0710.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) 5 Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s 's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.10, 2.12 2.10 and 9.0410.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (ai) become a Defaulting Lender under Section 2.152.14, (bii) requested compensation reimbursement from the Borrower under Section 2.12 2.11 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 2.09 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d2.09(d) claiming that such Lender is unable to extend Eurodollar Rate Advances to the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) aboveany case, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, Commitment and all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.10, 2.12 2.09 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.

Replacement of Certain Lenders. In the event a Lender (the “Affected Lender”) (i) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower under Section 2.12 with respect Sections 3.01 or 3.02 to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other recover additional costs incurred by such Lender which, in any case, that are not being incurred generally by the other Lenders, or (cii) shall have delivered a notice pursuant to Section 2.10(d) 3.03 claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above Lenders or (iii) clause (c) aboveis a Non-Consenting Lender under Section 2.21, such Lender withdraws the Borrower may, upon written notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the , require such Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances assign, within five (5) Business Days after the date of such demandnotice, to one or more financial institutions that assignees selected by the Borrower and approved by the Administrative Agent and otherwise comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent12.03 (each, as the case may be, shall have engaged for such purpose (a “Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, including without limitation, limitation its Commitment, Commitments and all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0712.03. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with With respect to any such assignment, the Affected Lender shall have concurrently received, with such assignment receive payment in cash, full of all amounts due and owing to the Affected Lender it hereunder or under any of the other Loan Document; provided that upon Documents with respect to the Loans and Commitments so assigned, including without limitation the aggregate outstanding principal amount of such Loans owed to such Affected Lender’s replacement, together with accrued interest thereon through the date of such assignment, amounts payable to such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 Article III with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior such Loans and all fees payable to such Affected Lender hereunder with respect to such Loans and Commitments so assigned and with respect to Facility LCs then outstanding. Any assignment to a Replacement Lender pursuant to the date provisions of this Section 2.22 shall be in accordance with the provisions of Section 12.03 hereof. In no event shall any Lender have any obligation to issue a new or increased Commitment to replace all or any part of any Commitment of any Affected Lender is replacedLender.

Replacement of Certain Lenders. In the event a Lender (an “Affected Lender”) shall have have: (ai) become a Defaulting failed to fund its Pro Rata Share of the Advance requested by the Borrower, which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which failure has not been cured, (bii) requested compensation from the Borrower under Section 2.12 with respect Sections 4.1, 4.2 or 4.5 to Taxes or recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d) 4.3 claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other LendersLenders or (iv) has invoked Section 10.2, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in the event that any such Lender is an Affected Lender pursuant to (i) clause (a) abovecase, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 13.3 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, Commitment and all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0713.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such Assignments any Assignment and Acceptances Assumption as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 4.1, 4.2 and 4.5 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.104.1, 2.12 4.2, 4.4, 4.5 and 9.0410.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 Article XI with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender failed to fund its Pro Rata Share and which failure has not been cured.

Replacement of Certain Lenders. In the event a Lender (“"Affected Lender”") shall have have: (ai) become a Defaulting failed to fund its Pro Rata Share of any Borrowing requested by the Borrower which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which such failure has not been cured, (bii) has requested compensation from the Borrower under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other 2.11 to recover additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d2.09(c)(i) claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in the event that any such Lender is an Affected Lender pursuant to (i) clause (a) abovecase, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply which complies with the provisions of Section 9.07 11.02) (and, if selected by the Borrower is reasonably acceptable to the Agent) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“"Replacement Lender”"), all of such Affected Lender’s 's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, Commitment and its obligation to participate in additional Letters of Revolving Credit hereunderExposure) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand11.02. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon , including, without limitation, the aggregate outstanding principal amount of the Loans and unreimbursed LC Disbursements owed to such Affected Lender’s replacement, together with accrued interest thereon through the date of such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefitsassignment, amounts payable under Sections 2.10 and 2.11, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated compensation payable under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.2.09(d)

Replacement of Certain Lenders. In the event a Lender (an “Affected Lender”) shall have (a) become a Defaulting Lender under Section 2.152.16, (b) requested compensation from the Borrower Borrowers under Section 2.12 2.13 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 2.11 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d2.11(d) claiming that such Lender is unable to extend Eurodollar Rate Advances to the Borrower Borrowers for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iiid) clause (c) above, such Lender withdraws the notice delivered pursuant failed to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as consent to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 proposed amendment or waiver with respect to lossesthis Agreement or the other Loan Documents requiring the consent of all the Lenders or the Supermajority Lenders as to which the Required Lenders have provided consent, obligationsthen, liabilitiesin any such case, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower Borrowers or the Administrative Agent Agents may make written demand on such Affected Lender (with a copy to the Administrative Agent Agents in the case of a demand by the Borrower Borrowers and a copy to the Borrower Borrowers in the case of a demand by the Administrative AgentAgents) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) 5 Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 10.08 which the Borrower Borrowers or the Administrative AgentAgents, as the case may be, shall have engaged for such purpose (a “Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0710.08. The Applicable Administrative Agent is authorized to execute one or more of such Assignments Assignment and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) 5 Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that the amounts received by such Affected Lender with respect to a repayment pursuant to clause (d) above shall, during the period from the Closing Date through the second anniversary of the Closing Date, be accompanied by a premium in an amount equal to 1.00% of the principal amount of the Commitments of such Lender outstanding on such date; provided further that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.10, 2.12 2.11 and 9.0410.05, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”"AFFECTED ------------------------------ LENDER") shall have have: (ai) become a Defaulting failed to fund its Revolving Credit Share of any Advance requested by any Borrower which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which failure has not been cured, (bii) requested compensation from the any Borrower under Section 2.12 with respect Sections 2.10(E), 3.1 or 3.2 to Taxes or ---------------- --- --- recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d) 3.3 claiming that such Lender is unable to extend ----------- Eurodollar Rate Advances Loans to the any Borrower for reasons not generally applicable to the other Lenders, then (1iv) declined to extend the Borrower may prepay Termination Date or the outstanding principal amount expiry date of such Affected Lender’s Advances in whole (together the Aggregate Commitment with accrued interest respect to the date thereof on the principal amount prepaid) Tranche B Obligations pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender2.24, or (2v) the has invoked Section 9.2, then, in any such case, any ------------- ----------- Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the any Borrower and a copy to the Borrower Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable its best efforts to assign pursuant to one or more duly executed Assignments assignment and Acceptances within acceptance agreements in substantially the form of Exhibit D five (5) Business Days after the date of --------- such demand, to one or more financial institutions that comply with the provisions of Section 9.07 12.3(A) (and, if selected by the Borrowers is reasonably --------------- acceptable to the Agent, and, so long as no Default shall have occurred and is continuing, if selected by the Agent is reasonably acceptable to the Company) which the any Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”"REPLACEMENT LENDER"), all of such Affected Lender’s 's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, Credit and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0712.3. ------------ The Administrative Agent is authorized agrees, upon the occurrence of such events with respect to execute an Affected Lender and upon the written request of any Borrower, to use its reasonable efforts to obtain the commitments from one or more of such Assignments and Acceptances financial institutions qualified to act as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demanda Replacement Lender. Further, with respect to such assignment, assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.10(E), 3.1, and 3.2 with respect to such Affected Lender and --------------- --- --- compensation payable under Section 2.10(C) in the event of any replacement of ---- --------------- any Affected Lender under clause (ii) or clause (iii) of this Section 2.15; ----------- ------------ ------------ provided that upon such Affected Lender’s 's replacement, such Affected Lender ------ shall cease to be a party hereto but shall continue to be entitled to the benefitsbenefits of Sections 2.10(E), 3.1, 3.2, 3.4, and subject to the obligations, of Sections 2.10, 2.12 and 9.049.7, as well as to any fees ---------------- --- --- --- --- accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 10.8. Upon the replacement of any Affected Lender ------------- pursuant to this Section 2.15, the provisions of Section 8.2 shall continue to ------------ ----------- apply with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters Advances which occurred prior are then outstanding with respect to the date which the Affected Lender is replacedfailed to fund its Revolving Credit Share and which failure has not been cured.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”"AFFECTED ------------------------------ LENDER") shall have have: (ai) become a Defaulting failed to fund its Revolving Credit Share of any Advance requested by any Borrower which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which failure has not been cured, (bii) requested compensation from the any Borrower under Section 2.12 with respect Sections 2.10(E), 3.1 or 3.2 to Taxes or ---------------- --- --- recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d) 3.3 claiming that such Lender is unable to extend ----------- Eurodollar Rate Advances Loans to the any Borrower for reasons not generally applicable to the other Lenders, then (1iv) declined to extend the Borrower may prepay Termination Date or the outstanding principal amount expiry date of such Affected Lender’s Advances in whole (together the Aggregate Commitment with accrued interest respect to the date thereof on the principal amount prepaid) Tranche D Obligations pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender2.24, or (2v) the has invoked Section 9.2, then, in any such case, any ------------- ----------- Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the any Borrower and a copy to the Borrower Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable its best efforts to assign pursuant to one or more duly executed Assignments assignment and Acceptances within acceptance agreements in substantially the form of Exhibit D five (5) Business Days after the date of --------- such demand, to one or more financial institutions that comply with the provisions of Section 9.07 12.3(A) (and, if selected by the Borrowers is reasonably --------------- acceptable to the Agent, and, so long as no Default shall have occurred and is continuing, if selected by the Agent is reasonably acceptable to the Company) which the any Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”"REPLACEMENT LENDER"), all of such Affected Lender’s 's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, Credit and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0712.3. ------------ The Administrative Agent is authorized agrees, upon the occurrence of such events with respect to execute an Affected Lender and upon the written request of any Borrower, to use its reasonable efforts to obtain the commitments from one or more of such Assignments and Acceptances financial institutions qualified to act as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demanda Replacement Lender. Further, with respect to such assignment, assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.10(E), 3.1, and 3.2 with respect to such Affected Lender and --------------- --- --- compensation payable under Section 2.10(C) in the event of any replacement of ---- --------------- any Affected Lender under clause (ii) or clause (iii) of this Section 2.15; ----------- ------------ ------------ provided that upon such Affected Lender’s 's replacement, such Affected Lender ------ shall cease to be a party hereto but shall continue to be entitled to the benefitsbenefits of Sections 2.10(E), 3.1, 3.2, 3.4, and subject to the obligations, of Sections 2.10, 2.12 and 9.049.7, as well as to any fees ---------------- --- --- --- --- accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 10.8. Upon the replacement of any Affected Lender ------------- pursuant to this Section 2.15, the provisions of Section 8.2 shall continue to ------------ ----------- apply with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters Advances which occurred prior are then outstanding with respect to the date which the Affected Lender is replacedfailed to fund its Revolving Credit Share and which failure has not been cured.

Replacement of Certain Lenders. In the event a Lender (“"Affected Lender”") shall have have: (ai) become failed to fund its Acquisition Loan Pro Rata Share, Revolving Loan Pro 48 Rata Share, Tranche A Pro Rata Share or Tranche B Pro Rata Share, as applicable, of any Advance requested by the Borrower, or to fund a Defaulting Revolving Loan (including to repay obligations in respect of Swing Line Loans or L/C Obligations) or Acquisition Facility Loans, which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which failure has not been cured, (bii) requested compensation from the Borrower under Section 2.12 with respect Sections 2.14(E), 4.1 or 4.2 to Taxes or recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d) 4.3 claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other LendersLenders or (iv) has invoked Section 10.2, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in the event that any such Lender is an Affected Lender pursuant to (i) clause (a) abovecase, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative any Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent Agents in the case of a demand by the Borrower and a copy to the Borrower and the other Agent in the case of a demand by the Administrative an Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable its best efforts to assign pursuant to one or more duly executed Assignments and Acceptances within Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 13.3(A) which the Borrower or the Administrative any Agent, as the case may be, shall have engaged for such purpose (“"Replacement Lender”"), all of such Affected Lender’s 's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, Acquisition Facility Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of CreditCredit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with Section 9.0713.3. The Administrative Syndication Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Syndication Agent is authorized to execute one or more of such Assignments and Acceptances assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender’s 's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefitsbenefits of Sections 2.14(E), 4.1, 4.2, 4.4, and subject to the obligations, of Sections 2.10, 2.12 and 9.0410.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 11.8. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to apply with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters borrowings which occurred prior are then outstanding with respect to the date which the Affected Lender is replacedfailed to fund its applicable pro rata share and which failure has not been cured.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have have: (ai) become a Defaulting Revolving Lender under Section 2.15or failed to fund its ratable share in the case of any Term Loan (calculated on the basis of the amount of its Commitment of the applicable Class as a percentage of the total Commitments of the applicable Class) requested by the Borrower, (bii) requested compensation from the Borrower under Section 2.12 with respect to Taxes or Other Taxes or 2.18 with respect to increased costs or capital or under Section 2.10 2.21 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d) 2.19 claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other LendersLenders or (iv) become a Non-Consenting Lender, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) aboveany case, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign (at par, unless otherwise consented to by the applicable Affected Lender) pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 Eligible Assignees which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its CommitmentCommitment of each Class, all Advances Loans owing to it, all of its participation interests (if any) in existing Existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunderCredit) in accordance with Section 9.079.03(b). The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the relevant Commitments from one or more Eligible Assignees to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Section 2.18 with respect to such Affected Lender and compensation payable under Section 2.23 in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.27; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.102.18, 2.12 9.05 and 9.049.06, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 8.06 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced. 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 Loan 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 9.10 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders (and/or the Required Revolving Credit Lenders or the Required Term Lenders, as the case may be) 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.”

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) under any Revolving Credit Facility shall have (a) become a Defaulting Lender under Section 2.152.16, (b) requested compensation from the Borrower Borrowers under Section 2.12 2.13 with respect to Indemnified Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 2.11 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d2.11(d) claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Advances to the Borrower Borrowers for reasons not generally applicable to the other LendersLenders or (d) become a Non-Consenting Lender (in each case, then (1) the Borrower may prepay the outstanding principal amount of such an “Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless”), within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in any case, the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower Borrowers or the Administrative Agent under such Revolving Credit Facility may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Borrowers and a copy to the Borrower Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) 5 Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower Borrowers or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”)purpose, all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) ), in accordance with Section 9.0710.07. The Administrative Agent under any Revolving Credit Facility is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender under such Revolving Credit Facility failing to execute and deliver the same within five (5) 5 Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.102.11, 2.12 2.13 and 9.0410.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 7.09 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.. 91 Chemtura (Revolving Facility) Credit Agreement

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”"AFFECTED LENDER") shall have have: (ai) become failed to fund its Applicable Pro Rata Share of any Advance requested by the applicable Borrower, or to fund a Defaulting Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(D), which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which failure has not been cured, (bii) requested compensation from the any Borrower under Section 2.12 with respect Sections 2.15(E), 4.1 or 4.2 to Taxes or recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other LendersLenders except as provided under any applicable Alternate Currency Addendum, or (ciii) delivered a notice pursuant to Section 2.10(d) 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Advances Loans to the any Borrower for reasons not generally applicable to the other Lenders (it being understood that prior delivery of an Opt-Out Notice shall not constitute a notice under this clause (iii)) or (iv) has invoked Section 11.2; then, in any such case, after engagement of one or more "Replacement Lenders, then " (1as defined below) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from Borrowers and/or the Borrower that Administrative Agent, the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower Borrowers or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Borrowers and a copy to the Borrower Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 14.3(A) which the Borrower Borrowers or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”"REPLACEMENT LENDER"), all of such Affected Lender’s 's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, L/C Drafts and unreimbursed drawings under Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced14.

Replacement of Certain Lenders. In the event If a Lender (“Affected Lender”"AFFECTED LENDER") shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower under Section 2.12 with respect Sections 2.16, 2.18 or 2.19 to recover Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d2.16(a)(iii) claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other Lenders, then (1) then, in any such case, so long as no Default or Event of Default exists, the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments assignment and Acceptances within five acceptance agreements in substantially the form of Exhibit I thirty (530) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 Sections 10.4(c) and 10.4(d) (and that are reasonably acceptable to the Administrative Agent) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”"REPLACEMENT LENDER"), all of such Affected Lender’s 's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, including its Revolving Loan Commitment, all Advances Loans owing to it, all of its participation interests in existing outstanding Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments Sections 10.4(c) and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand10.4(d). Further, with respect to any such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the such Affected Lender hereunder or under any other Loan Document, including the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment from the Replacement Lender, amounts payable under Sections 2.16, 2.18 and 2.19 with respect to such Affected Lender and compensation payable under Section 2.15; provided PROVIDED, that upon such Affected Lender’s 's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefitsbenefits of Sections 2.16, 2.17, 2.18, 2.19 and subject 10.1 accruing with respect to such Affected Lender prior to the obligations, of Sections 2.10, 2.12 and 9.04date such Affected Lender is replaced, as well as to any fees accrued for its account hereunder prior to being replaced and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced9.7.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower Borrowers under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances to the Borrower for reasons not generally applicable to the other LendersLenders or (d) become a Non-Consenting Lender (in each case, then (1) the Borrower may prepay the outstanding principal amount of such an “Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless”), within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) aboveany case, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) 5 Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”)purpose, all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) ), in accordance with Section 9.0710.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) 5 Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.10, 2.12 2.10 and 9.0410.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 7.09 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have If (a) become a Defaulting any Lender requests compensation under Section 2.153.6 or Section 3.7, (b) requested compensation from the Borrower under Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12 5.9, (c) a Lender does not consent to a proposed change, waiver, discharge or termination with respect to Taxes any Credit Document that requires unanimous consent of all Lenders or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender whichSupermajority Lenders and, in any each case, are not being incurred generally that has been approved by the other Required Lenders, or (cd) delivered any Lender delivers a notice pursuant to Section 2.10(d3.5, or (e) claiming that such any Lender is unable to extend Eurodollar Rate Advances to the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) abovethen Borrowers may, at the sole expense and effort of Borrowers, upon notice to such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) aboveand Agent, require such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances promptly assign and delegate, without recourse (as noted in clause (c) above) accordance with and extends such Eurodollar Rate Advances subject to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paidrestrictions contained in, and shall continue to be obligated under consents required by, Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”13.3), all of such Affected Lender’s its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) the Borrowers shall have paid to Agent the assignment fee specified in Section 13.3.2; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other Loan amounts payable to it hereunder and under the other Credit Documents (includingincluding any amounts under Section 3.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.6 or payments required to be made pursuant to Section 5.9, without limitationsuch assignment will result in a reduction in such compensation or payments thereafter; (iv) such assignment does not conflict with Applicable Laws; and (v) in the case of any such assignment resulting from a Lender’s failure to consent to a proposed change, its Commitmentwaiver, all Advances owing discharge or termination with respect to itany Credit Document, all the applicable amendment, modification and/or waiver of its participation interests this Agreement that the Borrowers have requested shall become effective upon giving effect to such assignment (and any related assignments required to be effected in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) connection therewith in accordance with this Section 9.0714.18). The Administrative Agent is authorized A Lender shall not be required to execute one make any such assignment or more delegation if, prior thereto, as a result of a waiver by such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignmentor otherwise, the Affected Lender shall have concurrently received, in cash, all amounts due circumstances entitling the Borrowers to require such assignment and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall delegation cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replacedapply.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Advances to the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Advances (as noted in clause (c) above) and extends such Eurodollar Eurocurrency Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, Commitment and all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the a Borrower under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Term SOFR Advances or Eurocurrency Rate Advances to the a Borrower for reasons not generally applicable to the other Lenders, then (1) the Applicableapplicable Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Applicableapplicable Borrower that the Applicableapplicable Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Term SOFR Advances or Eurocurrency Rate Advances (as noted in clause (c) above) and extends such Eurodollar Term SOFR Advances or Eurocurrency Rate Advances to the Applicableapplicable Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Applicableapplicable Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Applicableapplicable Borrower and a copy to the Applicableapplicable Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Applicableapplicable Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.

Replacement of Certain Lenders. In the event a Lender (“"Affected Lender”") shall have have: (ai) become a Defaulting failed to fund its Revolving Loan Pro Rata Share of any Advance requested by the Borrower, which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which failure has not been cured, (bii) requested compensation from the Borrower under Section 2.12 with respect Sections 2.14(E), 4.1 or 4.2 to Taxes or recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d) 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Advances Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked Section 11.2; then, in any such case, after engagement of one or more "Replacement Lenders, then " (1as defined below) by the Borrower may prepay and/or the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unlessAdministrative Agent, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 14.3(A) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“"Replacement Lender”"), all of such Affected Lender’s 's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, L/C Drafts and unreimbursed drawings under Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0714.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with With respect to any such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.18; provided that upon such Affected Lender’s 's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefitsbenefits of Sections 2.14(E), 4.1, 4.2, 4.4, and subject to the obligations, of Sections 2.10, 2.12 and 9.0411.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 12.8. Upon the replacement of any Affected Lender pursuant to this Section 2.18, the provisions of Section 9.2 shall continue to apply with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters Loans which occurred prior are then outstanding with respect to the date which the Affected Lender is replacedfailed to fund its Revolving Loan Pro Rata Share and which failure has not been cured.

Replacement of Certain Lenders. (a) In the event a Lender (“Affected Lender”): (i) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower under Section 2.12 with respect Sections 2.14 or 2.15 to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other recover additional costs incurred by such Lender which, in any case, that are not being incurred generally by the other Lenders, or (cii) shall have delivered a notice pursuant to Section 2.10(d) 2.16 claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other Lenders, then (1iii) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole shall have invoked Section 10.13 or (together with accrued interest to the date thereof on the principal amount prepaidiv) is a Rejecting Lender pursuant to Section 2.06 and reduce 2.19, then, in any such case, the Commitment Borrower or the Agent may effect the replacement of such Affected Lender to zero (unlessin accordance with the provisions of this Section 2.20, within five (5) Business Days after receipt by provided, however, that if the replacement of such Affected Lender is by reason of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (aiv) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and replacement of such Affected Lender shall cease to be a party hereto but shall continue to be entitled subject to the benefits provisions of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the 2.20(b). The Borrower or the Administrative Agent may elect to replace an Affected Lender and make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and, if a Replacement Lender (as hereinafter defined) notifies the Affected Lender of its willingness to purchase the Affected Lender’s interests in the Facility and the Agent and the Borrower consent thereto in writing, then such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances within Assumption in substantially and in all material respects in the form and substance of Exhibit F five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which 11.02 that the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (each a “Replacement Lender”), all (or, to the extent required or permitted under Section 2.20(b), a part) of such Affected Lender’s rights and obligations (from and after the date of such assignment) under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0711.02. The Administrative Agent is authorized agrees, upon the occurrence of such events with respect to execute an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain commitments from one or more of such Assignments and Acceptances financial institutions to act as attorney-in-fact for a Replacement Lender. As a condition to any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts (except as otherwise provided in Section 2.20(b)) due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14 and 2.15 with respect to such Affected Lender and the fees payable to such Affected Lender under Section 2.09(b); provided that upon such Affected Lender’s replacement, such Affected Lender shall (except as otherwise provided in Section 2.20(b)) cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.102.14, 2.12 2.15, 2.17, 10.04 and 9.0410.06, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 9.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred obligations and liabilities accruing prior to the date replacement of such Affected Lender. (b) In the event that the Affected Lender is replaceda Rejecting Lender, the Borrower may elect to have a part of the Rejecting Lender’s rights and obligations under this Agreement and the other Loan Documents assigned pursuant to this Section 2.20, provided that the Borrower also elects, pursuant to Section 2.19(c), to terminate the entire amount of such Rejecting Lender’s Commitment not so assigned, which termination shall be effective on the date on which such assignment of the Rejecting Lender’s rights and obligations is consummated under this Section 2.20.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, Without in any caseway limiting the obligations of the Obligors under the Finance Documents (including, are not being incurred generally by the other Lenderswithout limitation, or (c) delivered a notice pursuant to Section 2.10(dClauses 7.1 (Illegality) claiming that such Lender is unable to extend Eurodollar Rate Advances to the Borrower for reasons not generally applicable to the other Lenders, then or 13.1 (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zeroIncreased Costs)), in the event that a Lender (an "Affected Lender") is entitled to repayment or prepayment pursuant to Clause 7.1 (Illegality) or to payment of its Increased Costs pursuant to Clause 13.1 (Increased Costs) and such Lender is an Affected payments are not payable to any other Lender pursuant to Clauses 7.1 (iIllegality) clause or 13.1 (a) aboveIncreased Costs), such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on deliver a notice to such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for requesting the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), transfer all of such Affected Lender’s 's rights and obligations under this Agreement and the other Loan Finance Documents (including, without limitation, its Commitment) to one or more financial institutions or other persons that comply with the provisions of this Clause 25 (Changes to Lenders), all Advances owing which the Borrower shall have engaged for such purposes (a "Replacement Lender") and notified to itthe Affected Lender in the Borrower's notice and, all on receipt of such notice, such Affected Lender shall use its participation interests in existing Letters of Credit, and its obligation reasonable efforts to participate in additional Letters of Credit hereunder) make such transfer in accordance with Section 9.07. The Administrative Agent is authorized the foregoing provisions of this Clause 25 (Changes to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same Lenders) within five (5) Business Days after from the date of such demand. Furthernotice (or in the case of Clause 7.1 (Illegality), with respect to such assignmentif earlier, the date specified by the Affected Lender shall have concurrently receivedin the notice delivered to the Agent pursuant to sub-paragraph (a)(i) of that Clause 7.1(Illegality) or, if earlier, the last day of the Interest Period for each Loan outstanding on the notification date (as defined in Clause 7.1 (Illegality)). (b) The Agent agrees, upon the written request of the Borrower following the occurrence of an event entitling the Borrower to deliver a notice under this Clause 25.7, to use its reasonable efforts to help the Borrower engage one or more financial institutions to act as a Replacement Lender. (c) For the avoidance of doubt, an Affected Lender need not effect any transfer pursuant to this Clause 25.7, unless prior to (or on) such transfer it receives in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan each Finance Document; provided that upon , including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees together with accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to interest thereon until the date the Affected Lender is replacedof such transfer.

Replacement of Certain Lenders. (a) In the event a Lender (“Affected Lender”): (i) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower under Section 2.12 with respect Sections 2.14 or 2.15 to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other recover additional costs incurred by such Lender which, in any case, that are not being incurred generally by the other Lenders, or (cii) shall have delivered a notice pursuant to Section 2.10(d) 2.16 claiming that such Lender is unable to extend Eurodollar Rate Advances LIBOR Loans to the Borrower for reasons not generally applicable to the other Lenders, then (1iii) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole shall have invoked Section 11.13 or (together with accrued interest to the date thereof on the principal amount prepaidiv) is a Rejecting Revolving Credit Lender pursuant to Section 2.06 and reduce 2.19 or a Rejecting Term Loan Lender pursuant to Section 2.20, then, in any such case, the Commitment Borrower or the Agent may effect the replacement of such Affected Lender to zero (unlessin accordance with the provisions of this Section 2.21, within five (5) Business Days after receipt by provided, however, that if the replacement of such Affected Lender is by reason of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (aiv) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and replacement of such Affected Lender shall cease to be a party hereto but shall continue to be entitled subject to the benefits provisions of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the 2.21(b). The Borrower or the Administrative Agent may elect to replace an Affected Lender and make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and, if a Replacement Lender (as hereinafter defined) notifies the Affected Lender of its willingness to purchase the Affected Lender’s interests in the Facilities and the Agent and the Borrower consent thereto in writing, then such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments assignment and Acceptances within acceptance agreements in substantially and in all material respects in the form and substance of Exhibit I five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which 12.03(a) that the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (each a “Replacement Lender”), all (or, to the extent required or permitted under Section 2.21(b), a part) of such Affected Lender’s rights and obligations (from and after the date of such assignment) under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0712.03. The Administrative Agent is authorized agrees, upon the occurrence of such events with respect to execute an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain commitments from one or more of such Assignments and Acceptances financial institutions to act as attorney-in-fact for a Replacement Lender. As a condition to any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts (except as otherwise provided in Section 2.21(b)) due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14 and 2.15 with respect to such Affected Lender and the fees payable to such Affected Lender under Section 2.09(b); provided that upon such Affected Lender’s replacement, such Affected Lender shall (except as otherwise provided in Section 2.21(b)) cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.102.14, 2.12 2.15, 2.17, 11.04 and 9.0411.06, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 10.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred obligations and liabilities accruing prior to the date replacement of such Affected Lender. (b) In the event that the Affected Lender is replaceda Rejecting Lender, the Borrower may elect to have a part of the Rejecting Lender’s rights and obligations under this Agreement and the other Loan Documents (or, if applicable under the last sentence of this Section 2.21(b), a portion of its rights and obligations with respect to the applicable Facility) assigned pursuant to this Section 2.21, provided that the Borrower also elects, (i) pursuant to Section 2.19(c) in the case of a Rejecting Revolving Credit Lender, to terminate the entire amount of such Rejecting Revolving Credit Lender’s Revolving Credit Commitment not so assigned, which termination shall be effective on the date on which such assignment of the Rejecting Revolving Credit Lender’s rights and obligations is consummated under this Section 2.21 or (ii) pursuant to Section 2.20(c) in the case of the Term Loan Lender, to prepay in full the entire amount of such Rejecting Lender’s Term Loan not so assigned, which prepayment shall be made on the date on which such assignment of the Rejecting Term Loan Lender’s rights and obligations is consummated under this Section 2.21. In the event that the Affected Lender is a Rejecting Lender with respect to one, but not both, of the Facilities, the replacement of such Affected Lender may be effected with respect to the Facility as to which such Affected Lender is a Rejecting Lender and, if so effected, may (at the Borrower’s election) also be effected with respect to the interest of such Rejecting Lender in the other Facility.

Replacement of Certain Lenders. In the event a any Lender (an “Affected Lender”): (i) shall have failed to fund its Class A Pro Rata Share of any Class A Advance or its share (aas determined pursuant to the Class B Side Letter) become a Defaulting of any Class B Advance, as applicable, requested by the Borrower which such Lender is obligated to fund under Section 2.15the terms of this Agreement or the Class B Side Letter and which failure has not been cured, (bii) shall have requested compensation from the Borrower under Section 2.12 with respect Sections 2.10 or 2.11 to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 recover taxes or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, Lenders or (ciii) shall have delivered a notice pursuant to Section 2.10(d) claiming that such Class A Lender or Class B Lender, as applicable, is unable to extend Eurodollar Advances using the CP Rate Advances or the LIBO Rate to the Borrower for reasons not generally applicable to the other Class A Lenders or Class B Lenders, then (1) as applicable, then, in any such case, the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in and the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative AgentInsurer) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 is an Eligible Assignee which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (a “Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Transaction Documents (including, without limitation, including its Commitment, Commitment and all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand11.01. Further, with respect to such assignment, assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Transaction Document, including the aggregate outstanding principal amount of the Advances owed to such Lender, together with accrued interest thereon through the date of such assignment and amounts payable under Sections 2.10 or 2.11 with respect to such Affected Lender; provided provided, that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.10, 2.12 2.10 and 9.042.11, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced12.10.

Replacement of Certain Lenders. In the event a Lender (an “Affected Lender”) shall have have: (a) become a Defaulting failed to fund its Pro Rata Share of any Reimbursement Obligations that such Lender is obligated to fund under Section 2.15the terms of this Agreement and which failure has not been cured, (b) requested compensation from the Borrower under Section 2.12 with respect 2.12(E), 4.1 or 4.2 to Taxes or recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, that are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d) 4.3 claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other Lenders, then (1d) has invoked Section 10.2, or (e) failed or refused to consent by the relevant time to any amendment, waiver, supplement, restatement, discharge or termination of any provision of this Agreement when requested by the Borrower may prepay and the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 Administrative Agent and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losseswhich (A) the consent of each affected Lender is required under Section 9.3 and (B) each other affected Lender has so consented then, obligationsin any such case, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign assign, pursuant to one or more duly executed Assignments and Acceptances within Assignment Agreements five (5) Business Days after the date of such demand, at the cost and expense of the Borrower, to one or more financial institutions that comply with the provisions of Section 9.07 13.3(A) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (a “Replacement Lender”), all or any portion of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances Loans owing to it, its Commitment and all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters the Letter of Credit hereunder) in accordance with Section 9.0713.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances Assignment Agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.12(E), 4.1 and 4.2 with respect to such Affected Lender and compensation payable under Section 2.12(C) in the event of any replacement of any Affected Lender under clause (b) (c), (d) or (e) of this Section 2.17; provided provided, that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.102.12(E), 2.12 3.10, 4.1, 4.2, 4.4 and 9.0410.7 (and each other provision of this Agreement or the other Loan Documents whereby the Borrower agrees to reimburse or indemnify the Lenders), as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect 11.8 for such amounts, obligations and liabilities as are due and payable up to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to and including (but not after) the date the such Affected Lender is replacedreplaced pursuant hereto.

Replacement of Certain Lenders. In the event If a Lender (“"Affected Lender”") shall have (a) become a Defaulting failed to fund its Commitment Percentage of any Loan requested by the Borrowers which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which such failure has not been cured, (b) requested compensation from the Borrower Borrowers under Section 2.12 with respect SECTION 8.03 to Taxes or Other Taxes or with respect to recover increased costs or capital or under Section 2.10 or other additional costs reduced returns incurred by such Lender which(or its Lending Office, in any case, parent or holding company) which are not being incurred generally by the other LendersLenders (or their respective Lending Office, parent or holding company), or (c) delivered (or its respective parents or holding companies shall have delivered) a notice pursuant to Section 2.10(d) ARTICLE 8 claiming that such Lender (or its Lending Office or affiliate) is unable to extend Eurodollar Rate Advances Euro-Dollar Loans to the Borrower Borrowers for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of then, in any such Affected Lender’s Advances case and in whole (together with accrued interest addition to the date thereof on the principal amount prepaid) pursuant to Section 2.06 any other rights and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower remedies that the Borrower intends to prepay and reduce Agent, any other Lender or the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of Borrowers may have against such Affected Lender, or (2) the Borrower Borrowers or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Borrowers and a copy to the Borrower Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances within five (5) 5 Business Days after the date of such demand, to one or more financial institutions that comply with Lenders willing to accept such assignment or assignments, or to one or more assignees approved by the provisions of Section 9.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for Agent (such purpose (“Replacement Lender”approval not to be unreasonably withheld), all of such Affected Lender’s 's rights and obligations under this Agreement (including its Commitments and the other Loan Documents (including, without limitation, its Commitment, all Advances Obligations owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07SECTION 10.08; provided, however, the Agent shall have no duty to locate an assignee for the purposes of accepting such assignment. The Administrative Agent is hereby irrevocably authorized to execute one or more of such Assignments Assignment and Acceptances as attorney-in-fact for any Affected Lender failing which fails or refuses to execute and deliver the same within five (5) 5 Business Days after the date of such demand. Further, with respect to such assignment, the The Affected Lender shall have concurrently receivedbe entitled to receive from the assignee, in cashcase and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts due and owing owed to the Affected Lender hereunder or under any other Loan Credit Document; provided that upon , including the aggregate outstanding principal amount of the Obligations owed to such Lender, together with accrued interest thereon through the date of such assignment. Upon the replacement of any Affected Lender’s replacementLender pursuant to this SECTION 7.14, such Affected Lender shall cease to be a party hereto but have any participation in, entitlement to, or other right to share in the Liens of the Agent in any Collateral and such Affected Lender shall continue to be entitled have no further liability to the benefitsAgent, and subject to any Lender or any other Person under any of the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 Credit Documents (except with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses events or disbursements for matters transactions which occurred occur prior to the date replacement of such Affected Lender), including any commitment to make Loans or purchase any participations in the Affected Lender is replacedLetters of Credit.

Replacement of Certain Lenders. In the event a If any Lender (“Affected Lender”a "SUBJECT LENDER") shall have (a) become is a Defaulting Lender under Section 2.15that owes a Defaulted Advance to the Borrower, (b) requested compensation from makes demand upon the Borrower under for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 2.10 (a) or (b) or Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a gives notice pursuant to Section 2.10(d) claiming that requiring a Conversion of such Lender is unable to extend Subject Lender's Eurodollar Rate Advances to Base Rate Advances or suspending such Lender's obligation to make Advances as, or to Convert or continue Advances into or as, Eurodollar Rate Advances, the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unlessmay, within five (5) Business Days 90 days after receipt by the Affected Lender Borrower of such demand or notice from (or the occurrence of such other event causing the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue required to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of pay such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agentcompensation), as the case may be, shall have engaged for give notice (a "REPLACEMENT NOTICE") in writing to the Paying Agent and such purpose Subject Lender of its intention to replace such Subject Lender with an Eligible Assignee designated in such Replacement Notice (“Replacement Lender”a "REPLACEMENT LENDER"). Such Subject Lender shall, subject to the payment to such Subject Lender of any amounts due pursuant to Sections 2.10(a) and (b) and Section 2.12 and all other amounts then owing to it under the Loan Documents assign, in accordance with Section 8.07, all of such Affected Lender’s its Commitments, Advances, Notes and other rights and obligations under this Agreement and all other Loan Documents to such proposed Eligible Assignee. Promptly upon the effective date of an assignment described above, the Borrower shall issue a replacement Note or Notes, as the case may be, to such Replacement Lender and such Replacement Lender shall become a "Lender" for all purposes under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replacedDocuments.

Replacement of Certain Lenders. In the event a Lender (an “Affected Lender”) shall have (a) become a Defaulting Lender under Section 2.152.16, (b) requested compensation from the Borrower Borrowers under Section 2.12 2.13 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 2.11 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d2.11(d) claiming that such Lender is unable to extend Eurodollar Rate Advances to the Borrower Borrowers for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iiid) clause (c) above, such Lender withdraws the notice delivered pursuant failed to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as consent to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 proposed amendment or waiver with respect to lossesthis Agreement or the other Loan Documents requiring the consent of all the Lenders or all affected Lenders as to which the Required Lenders have provided consent, obligationsthen, liabilitiesin any such case, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower Borrowers or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Borrowers and a copy to the Borrower Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) 5 Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 10.08 which the Borrower Borrowers or the Administrative Agent, as the case may be, shall have engaged for such purpose (a “Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, Commitment and all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit it hereunder) in accordance with Section 9.0710.08. The Administrative Agent is authorized to execute one or more of such Assignments Assignment and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) 5 Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that the amounts received by such Affected Lender with respect to a repayment pursuant to clause (d) above shall, during the period from the Closing Date through the second anniversary of the Closing Date, be accompanied by a premium in an amount equal to 1.00% of the principal amount of the Advances of such Lender outstanding on such date; provided further that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.10, 2.12 2.10 and 9.0410.05, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances to the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.0410.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 10.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0710.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) 5 Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.10, 2.12 2.10 and 9.0410.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.

Replacement of Certain Lenders. In If any Lender shall become affected by any of the event a Lender changes or events described in Section 5.7, 5.9, 5.10 or 5.11 (“Affected Lender”) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by any such Lender which, in any case, are not being incurred generally by the other Lenders, or (chereinafter referred to as a "Replaced Lender") delivered a notice pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances to and shall petition the Borrower for reasons any increased cost or amounts thereunder (which request has not generally applicable to the other Lendersbeen withdrawn by such Lender), then (1) in any such case, and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unlessmay, within upon at least five (5) Business Days after receipt by the Affected Lender of Days' notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on and such Affected Lender Replaced Lender, designate a replacement lender (with a copy "Replacement Lender") acceptable to the Administrative Agent in its commercially reasonable judgment, to which such Replaced Lender shall, subject to its receipt (unless a later date for the case of a demand remittance thereof shall be agreed upon by the Borrower and a copy to the Borrower in the case Replaced Lender) of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to such Replaced Lender under Section 5.7, 5.9, 5.10 or 5.11 assign all (but not less than all) of its rights, obligations, Loans and Revolving Credit Commitment pursuant to an Assignment Acceptance; provided, that all amounts owed to such Replaced Lender by the Affected Borrower (except liabilities which by the terms hereof survive the payment in full of the Revolving Credit Loans and termination of this Agreement) shall be paid in full as of the date of such assignment. Upon any assignment by any Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacementpursuant to this Section becoming effective, such Affected the Replacement Lender shall thereupon be deemed to be a "Lender" for all purposes of this Agreement and such Replaced Lender shall thereupon cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, "Lender" for all purposes of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, this Agreement and shall continue have no further rights or obligations hereunder (other than pursuant to be obligated under Section 7.07 with respect to lossesSections 5.7, obligations5.9, liabilities5.10, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected 5.11 and 12.5 while such Replaced Lender is replacedwas a Lender).

Replacement of Certain Lenders. In the event a If any Lender (“Affected Lender”a "SUBJECT LENDER") shall have (a) become is a Defaulting Lender under Section 2.15that owes a Defaulted Advance to the Borrower, (b) requested compensation from makes demand upon the Borrower under for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 2.12 with respect to Taxes 2.09(a) or Other Taxes (b) or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, 2.11 or (c) delivered a gives notice pursuant to Section 2.10(d2.09(d) claiming that requiring a Conversion of such Lender is unable to extend Subject Lender's Eurodollar Rate Advances to Base Rate Advances or suspending such Lender's obligation to make Advances as, or to Convert or continue Advances into or as, Eurodollar Rate Advances, the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unlessmay, within five (5) Business Days 90 days after receipt by the Affected Lender Borrower of such demand or notice from (or the occurrence of such other event causing the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue required to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of pay such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agentcompensation), as the case may be, shall have engaged for give notice (a "REPLACEMENT NOTICE") in writing to the Paying Agent and such purpose Subject Lender of its intention to replace such Subject Lender with an Eligible Assignee designated in such Replacement Notice (“Replacement Lender”a "REPLACEMENT LENDER"). Such Subject Lender shall, subject to the payment to such Subject Lender of any amounts due pursuant to Sections 2.09(a) and (b) and Section 2.11 and all other amounts then owing to it under the Loan Documents assign, in accordance with Section 8.07, all of such Affected Lender’s its Commitments, Advances, Notes and other rights and obligations under this Agreement and all other Loan Documents to such proposed Eligible Assignee. Promptly upon the effective date of an assignment described above, the Borrower shall issue a replacement Note or Notes, as the case may be, to such Replacement Lender and such Replacement Lender shall become a "Lender" for all purposes under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Documents. Alliance Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.Agreement 55 55 ARTICLE III

Replacement of Certain Lenders. In the event a If any Lender (“Affected Lender”a "SUBJECT LENDER") shall have makes demand upon the Borrower for (aor if the Borrower is otherwise required to pay) become a Defaulting Lender under amounts pursuant to Section 2.15, 2.10(a) or (b) requested compensation from the Borrower under or Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a gives notice pursuant to Section 2.10(d2.10 (c) claiming that or (d) requiring a conversion of such Lender is unable to extend Subject Lender's Eurodollar Rate Advances to Prime Rate Advances or suspending such Lender's obligation to make advances as, or to Convert or continue Advances into or as, Eurodollar Rate Advances, the Borrower for reasons not generally applicable to the other LendersBorrower, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unlessmay, within five (5) Business Days after 90 days of receipt by the Affected Lender Borrower of such demand or notice from (or the occurrence of such other event causing the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue required to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of pay such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agentcompensation), as the case may be, shall have engaged for give notice (a "REPLACEMENT NOTICE") in writing to the Administrative Agent and such purpose Subject Lender of its intention to replace such Subject Lender with a financial institution (“a "REPLACEMENT LENDER") designated in such Replacement Notice. Unless the Administrative Agent shall, in the exercise of its reasonable discretion and within 30 days of its receipt of such Replacement Notice, notify the Borrower and such Subject Lender in writing that the designated financial institution is unsatisfactory to the Administrative Agent (such denial not being available to the Administrative Agent where the Replacement Lender is already a Lender”), then such Subject Lender shall, subject to the payment of any amounts due pursuant to Sections 2.10(a) and (b) and Section 2.12 assign, in accordance with Section 9.07, all of such Affected Lender’s its Commitments, Advances, Notes and other rights and obligations under this Agreement and all other Loan Documents to such designated financial institution; provided, however, that (i) such assignment shall be without recourse, representation or warranty and (ii) the purchase price paid by such designated financial institution shall be in at least the amount of such Subject Lender's Advances, together with all accrued and unpaid interest and fees in respect thereof, plus all other amounts (including the amounts demanded and unreimbursed under Sections 2.10(a) and (b) and Section 2.12) owing to such Subject Lender hereunder. Upon the effective date of an assignment described above, the Borrower shall, upon request, issue a replacement Note or Notes, as the case may be, to such designated financial institution or Replacement Lender, as applicable, and such institution shall become a "Lender" for all purposes under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replacedDocuments.

Replacement of Certain Lenders. (a) In the event a Lender (“Affected Lender”): (i) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the Borrower under Section 2.12 with respect Sections 2.14 or 2.15 to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other recover additional costs incurred by such Lender which, in any case, that are not being incurred generally by the other Lenders, or (cii) shall have delivered a notice pursuant to Section 2.10(d) 2.16 claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other Lenders, then (1iii) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole shall have invoked Section 11.13 or (together with accrued interest to the date thereof on the principal amount prepaidiv) is a Rejecting Lender pursuant to Section 2.06 and reduce 2.19, then, in any such case, the Commitment Borrower or the Agent may effect the replacement of such Affected Lender to zero (unlessin accordance with the provisions of this Section 2.21, within five (5) Business Days after receipt by provided, however, that if the replacement of such Affected Lender is by reason of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (aiv) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and replacement of such Affected Lender shall cease to be a party hereto but shall continue to be entitled subject to the benefits provisions of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the 2.21(b). The Borrower or the Administrative Agent may elect to replace an Affected Lender and make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and, if a Replacement Lender (as hereinafter defined) notifies the Affected Lender of its willingness to purchase the Affected Lender’s interests in the Facility and the Agent and the Borrower consent thereto in writing, then such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances within Assumption in substantially and in all material respects in the form and substance of Exhibit G five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which 12.02 that the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (each a “Replacement Lender”), all (or, to the extent required or permitted under Section 2.21(b), a part) of such Affected Lender’s rights and obligations (from and after the date of such assignment) under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0712.02. The Administrative Agent is authorized agrees, upon the occurrence of such events with respect to execute an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain commitments from one or more of such Assignments and Acceptances financial institutions to act as attorney-in-fact for a Replacement Lender. As a condition to any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts (except as otherwise provided in Section 2.21(b)) due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14 and 2.15 with respect to such Affected Lender and the fees payable to such Affected Lender under Section 2.09(b); provided that upon such Affected Lender’s replacement, such Affected Lender shall (except as otherwise provided in Section 2.21(b)) cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.102.14, 2.12 2.15, 2.17, 11.04 and 9.0411.06, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 10.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred obligations and liabilities accruing prior to the date replacement of such Affected Lender. (b) In the event that the Affected Lender is replaceda Rejecting Lender, the Borrower may elect to have a part of the Rejecting Lender’s rights and obligations under this Agreement and the other Loan Documents assigned pursuant to this Section 2.21, provided that the Borrower also elects, pursuant to Section 2.19(c), to terminate the entire amount of such Rejecting Lender’s Commitment not so assigned, which termination shall be effective on the date on which such assignment of the Rejecting Lender’s rights and obligations is consummated under this Section 2.21.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have have: (ai) become a Defaulting failed to fund its Pro Rata Share of any Advance requested by the Borrower, which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which failure has not been cured, (bii) requested compensation from the Borrower under Section 2.12 with respect Sections 2.14(E), 4.1 or 4.2 to Taxes or recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, which are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d) 4.3 claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked Section 11.2; then, in any such case, after engagement of one or more “Replacement Lenders, then ” (1as defined below) by the Borrower may prepay and/or the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unlessAdministrative Agent, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 14.3(A) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, Commitments and all Advances Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.0714.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefitsbenefits of Sections 2.14(E), 4.1, 4.2, 4.4, and subject to the obligations, of Sections 2.10, 2.12 and 9.0411.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced12.8.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender under Section 2.15, (b) requested compensation from the a Borrower under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (c) delivered a notice pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Advances to the a Borrower for reasons not generally applicable to the other Lenders, then (1) the Applicable Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Applicable Borrower that the Applicable Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Advances (as noted in clause (c) above) and extends such Eurodollar Eurocurrency Rate Advances to the Applicable Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Applicable Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Applicable Borrower and a copy to the Applicable Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Applicable Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.

Replacement of Certain Lenders. In the event a If any Lender (“Affected Lender”a "SUBJECT LENDER") shall have (a) become is a Defaulting Lender under Section 2.15that owes a Defaulted Advance to the Borrower, (b) requested compensation from makes demand upon the Borrower under for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 2.12 with respect to Taxes 2.09(a) or Other Taxes (b) or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, 2.11 or (c) delivered a gives notice pursuant to Section 2.10(d2.09(d) claiming that requiring a Conversion of such Lender is unable to extend Subject Lender's Eurodollar Rate Advances to Base Rate Advances or suspending such Lender's obligation to make Advances as, or to Convert or continue Advances into or as, Eurodollar Rate Advances, the Borrower for reasons not generally applicable to the other Lenders, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unlessmay, within five (5) Business Days 90 days after receipt by the Affected Lender Borrower of such demand or notice from (or the occurrence of such other event causing the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) above, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue required to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of pay such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 which the Borrower or the Administrative Agentcompensation), as the case may be, shall have engaged for give notice (a "REPLACEMENT NOTICE") in writing to the Paying Agent and such purpose Subject Lender of its intention to replace such Subject Lender with an Eligible Assignee designated in such Replacement Notice (“Replacement Lender”a "REPLACEMENT LENDER"). Such Subject Lender shall, subject to the payment to such Subject Lender of any amounts due pursuant to Sections 2.09(a) and (b) and Section 2.11 and all other amounts then owing to it under the Loan Documents assign, in accordance with Section 8.07, all of such Affected Lender’s its Commitments, Advances, Notes and other rights and obligations under this Agreement and all other Loan Documents to such proposed Eligible Assignee. Promptly upon the effective date of an assignment described above, the Borrower shall issue a replacement Note or Notes, as the case may be, to such Replacement Lender and such Replacement Lender shall become a "Lender" for all purposes under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 9.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, of Sections 2.10, 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replacedDocuments.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have have: (ai) become failed to fund its Class Percentage (in the case of any Revolving Credit Loan) or its ratable share in the case of any Term Loan (calculated on the basis of the amount of its Commitment of the applicable Class as a Defaulting percentage of the total Commitments of the applicable Class) requested by the Borrower or to fund its Class Percentage of any unreimbursed payment made by the Fronting Bank, which such Lender is obligated to fund under Section 2.15the terms of this Agreement and which failure has not been cured, (bii) requested compensation from the Borrower under Section 2.12 with respect to Taxes or Other Taxes or 2.18 with respect to increased costs or capital or under Section 2.10 2.21 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, or (ciii) delivered a notice pursuant to Section 2.10(d) 2.19 claiming that such Lender is unable to extend Eurodollar Rate Advances Loans to the Borrower for reasons not generally applicable to the other LendersLenders or (iv) become a Non-Consenting Lender, then (1) the Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 2.06 and reduce the Commitment of such Affected Lender to zero (unless, within five (5) Business Days after receipt by the Affected Lender of notice from the Borrower that the Borrower intends to prepay and reduce the Commitment of the Affected Lender to zerothen, in the event that such Lender is an Affected Lender pursuant to (i) clause (a) aboveany case, such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or (iii) clause (c) above, such Lender withdraws the notice delivered pursuant to Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Advances (as noted in clause (c) above) and extends such Eurodollar Rate Advances to the Borrower) and such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.04, as well as to any fees accrued for its account hereunder and not paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the reduction of the Commitment of such Affected Lender, or (2) the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign (at par, unless otherwise consented to by the applicable Affected Lender) pursuant to one or more duly executed Assignments and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.07 Eligible Assignees which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its CommitmentCommitment of each Class, all Advances Loans owing to it, all of its participation interests (if any) in existing Existing Letters of CreditCredit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with Section 9.079.03(b). The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the relevant Commitments from one or more Eligible Assignees to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Section 2.18 with respect to such Affected Lender and compensation payable under Section 2.23 in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.27; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits, and subject to the obligations, benefits of Sections 2.102.18, 2.12 9.05 and 9.049.06, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 8.06 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced. 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 Loan 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 9.10 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders (and/or the Required Revolving Credit Lenders or the Required Term Lenders, as the case may be) 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.”