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 hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Agent) for the Affected Lender to assign at par, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 which the Company or the 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 (if any) and all Loans owing to it) in accordance with Section 9.08. The 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 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 of Sections 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 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 (an “Affected Lender”) shall have have: (ai) become a Defaulting Lender hereunderLender, (bii) requested compensation from the Company 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 2.09 or other additional costs incurred by such Lender which, in any case, which 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 9.01 and as to which the Required Lenders have agreed, or (diii) delivered a notice pursuant to Section 2.10 4.03 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other LendersLenders or (iv) has invoked Section 10.02, then, in any such case, the Company 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 Company Borrower and a copy to the Company Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign at parassign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 13.03 which the Company 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 (if any) and and/or Term Loan Commitment, all 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 9.0813.03. 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 5 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 of Sections 2.12 4.01, 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 8.05 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 Lender (a “Affected Designee Lender”) shall have requested additional compensation from the Borrower or any Qualified Borrower under Section 13.2 or under Section 13.3, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 13.1, or if any Lender becomes a Defaulting Lender, or if any Lender becomes a Non-Consenting Lender, the Borrower may, at its sole election, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Administrative Agent) for the Affected Designee Lender to assign at parassign, and such Affected Designee Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrower or the Agent, as the case may be, Administrative Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) and Revolving Credit Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit but excluding its existing rights to payment under Sections 13.2 or 13.3 and any outstanding Money Market Loans held by it) in accordance with Section 9.08. The 14.1 (with the Borrower paying any applicable fees associated with such assignment) (provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent is authorized and the Issuing Bank, which consents shall not unreasonably be withheld, (ii) in the case of any such assignment resulting from a claim for compensation under Section 13.2 or Section 13.3 or payments required to execute one be made pursuant to Section 13.1, such assignment will result in a reduction in such compensation or more payments, (iii) 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, and (iv) a Lender shall not be required to make any such Assignments assignment and Acceptances delegation if, prior thereto, as attorney-in-fact for any Affected a result of a waiver by such Lender failing or otherwise, the circumstances entitling the Borrower to execute require such assignment and deliver delegation cease to apply), or (b) repay all Loans owing to the same within 5 Business Days after Designee Lender together with interest accrued with respect thereto to the date of such demand. Further, with respect repayment and all fees and other charges accrued or payable and all other Obligations owing to such assignmentDesignee Lender under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment and remit to the Administrative Agent to be held as cash collateral an amount equal to the participation interest of the Designee Lender in Letters of Credit. Any such repayment and remittance shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such repayment and remittance in immediately available funds as aforesaid, 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 Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Administrative Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the Borrower and shall continue constitute Obligations hereunder. In no event shall Borrower’s election under the provisions of this Section 13.4 affect its obligation to be obligated pay the additional compensation required under either Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replacedSection 13.3.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have shall: (ai) become be a Defaulting Lender hereunderLender, (bii) have requested compensation from the Company 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 2.09 or other additional costs incurred by such Lender which, in any case, which are not being incurred requested generally by the other Lenders, (ciii) 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 (d) delivered a notice pursuant to Section 2.10 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to a Borrower for reasons not generally applicable to the other Lenders, (iv) have invoked Section 10.2, or (v) failed to consent to a waiver or amendment hereto which requires the consent of each Lender or each Lender affected thereby and that has otherwise been consented to by the Required Lenders, then, in any such case, the Company applicable Borrower (or the Company on behalf of 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 Company a Borrower and a copy to the Company applicable Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign at parassign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances 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 9.08 13.3(A) which the Company 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 (if any) and Revolving Loan Commitment, all 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 9.0813.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the applicable Borrower (or the Company on behalf of any 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 5 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 benefits of Sections 2.12 2.14(E), 4.1, 4.2, 4.4, 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 8.05 11.8 for such amounts, obligations and liabilities as are due and payable up to and including (but not after) the date such Affected Lender is replaced pursuant hereto. 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 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 the event a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Agent) for the Affected Lender to assign at par, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 which the Company or the 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 (if any) and all Loans owing to it) in accordance with Section 9.08. The 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 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 of Sections 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 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 If (x) a Lender (“Affected Lender”) shall have (a) become fails to give its consent to any amendment, waiver or action for which consent of all Lenders or of all directly and adversely affected Lenders (or of all Lenders in a Defaulting Lender hereunderFacility or of all directly and adversely affected Lenders in a Facility) was required and Required Lenders consented, (b) requested compensation from the Company is a Defaulting Lender, or (c) gives a notice under Section 2.12 3.5 or requests compensation under Section 3.7, or (y) if any Borrower is required to pay additional amounts or indemnity payments with respect to Taxes or Other Taxes or with respect to increased costs or capital or a Lender under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders5.8, then, in addition to any caseother rights and remedies that any Person may have, the Company Agent or the Agent may make written demand on Administrative Borrower may, by notice to such Affected Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Agent) for the Affected Lender, require such Lender to assign at par, all of its rights and such Affected Lender shall use commercially reasonable efforts to assign pursuant obligations under the Loan Documents to one or more duly executed Assignments Eligible Assignees pursuant to appropriate Assignment and Acceptances; provided, that any such Lender shall be deemed to have consented to the applicable Assignment and Acceptances five Business Days after and the date assignments of such demand, all of its rights and obligations under the Loan Documents to one or more financial institutions that comply with the provisions of Section 9.08 which the Company or the 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 (Eligible Assignees if any) and all Loans owing to it) in accordance with Section 9.08. The Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to it does not execute and deliver the same applicable Assignment and Acceptances to Agent within 5 one Business Days Day after the date of such demandhaving received a request therefor. Further, with respect to such assignment, the Affected Such Lender shall have concurrently receivedbe entitled to receive, in cash, concurrently with such assignment, all amounts due owed to it under the Loan Documents at par, including all principal, interest and owing fees through the date of assignment (but excluding any prepayment charge other than any amounts payable pursuant to Section 3.9). Notwithstanding anything to the Affected contrary contained above, any Lender that acts as a Fronting Bank may not be replaced as a Fronting Bank hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Fronting Bank (including the furnishing of a back-up standby letter of credit in form and substance and issued by an issuer reasonably satisfactory to such Fronting Bank or under any other Loan Document; provided that upon the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory 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 of Sections 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 8.05 Fronting Bank) have been made 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 replacedeach such outstanding Letter of Credit issued by such Fronting Bank.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender hereunder, If (bi) requested compensation from the Company under Section 2.12 with respect any action to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 or other additional costs incurred by such Lender which, in any case, are not being incurred generally be taken by the other Lenders, (c) has not agreed to any Lender Group or Agent hereunder requires the consent, waiver authorization, or amendment that requires the agreement of all Lenders or all Lenders affected Lenders in accordance with thereby and if such action has received the terms consent, authorization, or agreement of Section 9.01 and as to which the Required Lenders have agreedbut not of all Lenders or all Lenders affected thereby, or (dii) delivered any Lender makes a notice pursuant claim for compensation under Section 16, then Borrowers or Agent at Borrowers’ sole expense and effort, upon at least 5 Business Days prior irrevocable notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement (a “Non-Consenting Lender”) or any Defaulting Lender or any Lender that made a claim for compensation under Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Lender 16 (a “Tax Lender”) with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Agent) for the Affected Lender to assign at par, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Replacement Lenders, and Acceptances five the Non-Consenting Lender, Defaulting Lender or Tax Lender, as applicable, shall have no right to refuse to be replaced hereunder. Such notice to replace the Non-Consenting Lender, Defaulting Lender or Tax Lender, as applicable, shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 which the Company or the Agent, as notice is given. In the case may beof a Tax Lender, no replacement shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations occur unless the assignment will result in a reduction in payments under this Agreement and the other Loan Documents (including, without limitation, its Commitment (if any) and all Loans owing to it) in accordance with Section 9.08. The 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 5 Business Days after the date of such demand16. Further, with respect no Tax Lender shall be required to make any such assignmentassignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the Affected Lender shall have concurrently received, in cash, all amounts due and owing circumstances entitling the Borrower to the Affected Lender hereunder or under any other Loan Document; provided that upon require such Affected Lender’s replacement, such Affected Lender shall assignment cease to be a party hereto but shall continue to be entitled to the benefits of Sections 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 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 replacedapply.

Replacement of Certain Lenders. In the event a Lender (a “Affected Designee Lender”) shall have requested additional compensation from the Borrower under Section 13.2 or under Section 13.3, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 13.1, or if any Lender becomes a Defaulting Lender, or if any Lender becomes a Non-Consenting Lender, the Borrower may, at its sole election, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Administrative Agent) for the Affected Designee Lender to assign at par, and such Affected Designee Lender shall use commercially reasonable efforts to assign at par pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrower or the Agent, as the case may be, Administrative Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) Commitment, and all Loans owing to it, but excluding its existing rights to payment under Sections 13.2 or 13.3) in accordance with Section 9.08. The Agent is authorized 14.1 (with the Borrower paying any applicable fees associated with such assignment) (provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consents shall not unreasonably be withheld, (ii) in the case of any such assignment resulting from a claim for compensation under Section 13.2 or Section 13.3 or payments required to execute one be made pursuant to Section 13.1, such assignment will result in a reduction in such compensation or more payments, (iii) 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, and (iv) a Lender shall not be required to make any such Assignments assignment and Acceptances delegation if, prior thereto, as attorney-in-fact for any Affected a result of a waiver by such Lender failing or otherwise, the circumstances entitling the Borrower to execute require such assignment and deliver delegation cease to apply), or (b) repay all Loans owing to the same within 5 Business Days after Designee Lender together with interest accrued with respect thereto to the date of such demand. Further, with respect repayment and all fees and other charges accrued or payable and all other Obligations owing to such assignmentDesignee Lender under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment. Any such repayment and remittance shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such repayment and remittance in immediately available funds as aforesaid, 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 Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Administrative Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the Borrower and shall continue constitute Obligations hereunder. In no event shall Borrower’s election under the provisions of this Section 13.4 affect its obligation to be obligated pay the additional compensation required under either Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replacedSection 13.3.

Replacement of Certain Lenders. In the event a Lender (a “Affected Designee Lender”) shall have requested additional compensation from the Borrower or any Qualified Borrower under Section 13.2 or under Section 13.3, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 13.1, or if any Lender becomes a Defaulting Lender, or if any Lender becomes a Non-Consenting Lender, the Borrower may, at its sole election, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Administrative Agent) for the Affected Designee Lender to assign at par, and such Affected Designee Lender shall use commercially reasonable efforts to assign at par pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrower or the Agent, as the case may be, Administrative Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) and Revolving Credit Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit but excluding its existing rights to payment under Sections 13.2 or 13.3) in accordance with Section 9.08. The 14.1 (with the Borrower paying any applicable fees associated with such assignment) (provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent is authorized and the Issuing Bank, which consents shall not unreasonably be withheld, (ii) in the case of any such assignment resulting from a claim for compensation under Section 13.2 or Section 13.3 or payments required to execute one be made pursuant to Section 13.1, such assignment will result in a reduction in such compensation or more payments, (iii) 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, and (iv) a Lender shall not be required to make any such Assignments assignment and Acceptances delegation if, prior thereto, as attorney-in-fact for any Affected a result of a waiver by such Lender failing or otherwise, the circumstances entitling the Borrower to execute require such assignment and deliver delegation cease to apply), or (b) repay all Loans owing to the same within 5 Business Days after Designee Lender together with interest accrued with respect thereto to the date of such demand. Further, with respect repayment and all fees and other charges accrued or payable and all other Obligations owing to such assignmentDesignee Lender under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment and remit to the Administrative Agent to be held as cash collateral an amount equal to the participation interest of the Designee Lender in Letters of Credit. Any such repayment and remittance shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such repayment and remittance in immediately available funds as aforesaid, 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 Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Administrative Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the Borrower and shall continue constitute Obligations hereunder. In no event shall Borrower’s election under the provisions of this Section 13.4 affect its obligation to be obligated pay the additional compensation required under either Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replacedSection 13.3.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have If (a) become a Defaulting Lender hereunderfails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (b) requested a Lender requests compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders3.7, (c) has not agreed the Borrowers are required to pay any additional amount to any consentLender or any Governmental Authority for the account of any Lender pursuant to Section 5.8 or (d) any Lender is a Defaulting Lender, waiver then, in addition to any other rights and remedies that any Person may have, the Agent or amendment that requires the agreement Lead Borrower may, by notice to such Lender, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s), pursuant to appropriate Assignment and Acceptance(s), within 10 days after the notice. The Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute it. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all Lenders or amounts owed to it under the Loan Documents, including all affected Lenders in accordance with principal, interest and fees through the date of assignment (but excluding any prepayment charge). The Borrowers shall be responsible for all costs and expenses related to any such assignment pursuant to the terms of Section 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable 14.2. Notwithstanding anything to the other Lenders, then, contrary in this Agreement or in any caseother Loan Document, any assignment or participation made by a Lender in violation of the Company or the Agent may make written demand on such Affected Lender (with a copy to the Agent provisions of this Section 12 shall be void ab initio and, in the case of a demand by assignments, the Company Disqualified Institution shall be deleted from the Register and a copy the Borrowers shall be entitled to seek specific performance to unwind any such assignment or participation in addition to any other remedies available to the Company Borrowers at law or in equity; provided that the case Agent shall not be responsible for, nor have any liability in connection with, maintaining, updating, monitoring or enforcing the list of a demand Disqualified Institutions unless caused by or is the Agent) for result of the Affected Lender to assign at par, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 which the Company or the 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 negligence (including, without limitation, gross negligence), bad faith or willful misconduct of the Agent or its Commitment (if any) and all Loans owing to it) in accordance with Section 9.08. The 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 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 of Sections 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 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 replacedAffiliates.

Replacement of Certain Lenders. In the event a Lender (a “Affected Designee Lender”) shall have requested additional compensation from the Borrower or any Qualified Borrower under Section 13.2 or under Section 13.3, the Borrower may, at its sole election, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Administrative Agent) for the Affected Designee Lender to assign at parassign, and such Affected Designee Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrower or the Agent, as the case may be, Administrative Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights right and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) and Revolving Credit Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit) in accordance with Section 9.08. The Agent is authorized 15.1 or (b) repay all Loans owing to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected the Designee Lender failing together with interest accrued with respect thereto to execute and deliver the same within 5 Business Days after the date of such demand. Further, with respect repayment and all fees and other charges accrued or payable and all other Obligations owing to such assignmentDesignee Lender under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment and remit to the Administrative Agent to be held as cash collateral an amount equal to the participation interest of the Designee Lender in Letters of Credit. Any such repayment and remittance shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such repayment and remittance in immediately available funds as aforesaid, 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 Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Administrative Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the Borrower and shall continue constitute Obligations hereunder. In no event shall Borrower’s election under the provisions of this Section 13.4 affect its obligation to be obligated pay the additional compensation required under either Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replacedSection 13.3.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender hereunder, If (bi) requested compensation from the Company under Section 2.12 with respect any action to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 or other additional costs incurred by such Lender which, in any case, are not being incurred generally be taken by the other Lenders, (c) has not agreed to any Lender Group or Agent hereunder requires the consent, waiver authorization, or amendment that requires the agreement of all Lenders or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the Required Lenders but not of all Lenders or all Lenders affected thereby, or (ii) any Lender makes a claim for compensation under Section 16, then Borrowers or Agent, upon at least five Business Days prior irrevocable notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement (a “Non-Consenting Lender”), any Lender that made a claim for compensation (a “Tax Lender”), any Defaulting Lender, or any Affected Lender under Section 2.13 with one or more Replacement Lenders, and the Non-Consenting Lender, Tax Lender, Defaulting Lender or Affected Lender, as applicable, shall have no right to refuse to be replaced hereunder. Such notice to replace the Non-Consenting Lender, Tax Lender, Defaulting Lender or Affected Lender, as applicable, shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. (b) Prior to the effective date of such replacement, the Non-Consenting Lender, Tax Lender, Defaulting Lender or Affected Lender, as applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Non-Consenting Lender or Tax Lender, as applicable, being repaid in full its share of the outstanding Obligations (without any premium or penalty of any kind whatsoever, but including (i) all interest, fees and other amounts that may be due in payable in respect thereof, (ii) an assumption of its Pro Rata Share of participations in the Letters of Credit and (iii) Funding Losses). If the Non-Consenting Lender, Tax Lender, Defaulting Lender or Affected Lender, as applicable, shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, Agent may, but shall not be required to, execute and deliver such Assignment and Acceptance in the name or and on behalf of the Non-Consenting Lender, Tax Lender, Defaulting Lender or Affected Lender, as applicable, and irrespective of whether Agent executes and delivers such Assignment and Acceptance, the Non-Consenting Lender, Tax Lender, Defaulting Lender or Affected Lender, as applicable, shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Non-Consenting Lender, Tax Lender, Defaulting Lender or Affected Lender, as applicable, shall be made in accordance with the terms of Section 9.01 and 13.1. Until such time as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Agent) for the Affected Lender to assign at par, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 which the Company or the Agent, as the case may be, Replacement Lenders shall have engaged for such purpose (“Replacement Lender”), acquired all of such Affected Lender’s the Obligations, the Commitments, and the other rights and obligations of the Non-Consenting Lender, Tax Lender, Defaulting Lender or Affected Lender, as applicable, hereunder and under this Agreement and the other Loan Documents (including, without limitation, its Commitment (if any) and all Loans owing to it) in accordance with Section 9.08. The 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 5 Business Days after the date of such demand. Further, with respect to such assignmentDocuments, the Non-Consenting Lender, Tax Lender, Defaulting Lender or Affected Lender Lender, as applicable, shall have concurrently receivedremain obligated to make the Non-Consenting Lender’s, Tax Lender’s, Defaulting Lender’s or Affected Lender’s, as applicable, Pro Rata Share of Revolving Loans and to purchase a participation in each Letter of Credit, in cash, all amounts due and owing an amount equal to the Affected Lender hereunder or under any other Loan Document; provided that upon its Pro Rata Share of participations in such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits Letters of Sections 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 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.Credit. 14.3

Replacement of Certain Lenders. In the event a any Lender (“Affected Lender”a) shall have requested additional compensation from the Borrower under Section 2.17(c), Section 2.19 or Section 2.20, (ab) become shall have given notice under Section 2.17 of its inability to make or maintain as such any Eurocurrency Loan or Floating Rate Loan, (c) is a Defaulting Lender hereunder, (bd) shall have refused to make Revolving Loans in requested compensation from the Company alternative currencies under Section 2.12 with respect to Taxes 1.05, or Other Taxes or with respect to increased costs or capital or under Section 2.09 or other additional costs incurred by (e) is a Non-Consenting Lender, the Borrower may, at its sole expense and effort, require such Lender which(each, in any casea “Departing Lender”) to transfer and assign, are not being incurred generally by the other Lenders, without recourse (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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable subject to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Agent) for the Affected Lender to assign at parrestrictions contained in, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances five Business Days after the date of such demandconsents required by, to one or more financial institutions that comply with the provisions of Section 9.08 which the Company or the Agent9.04) all its interests, 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 related Loan Documents to an assignee that shall assume such assigned obligations (includingwhich assignee may be another Lender, without limitationif a Lender accepts such assignment); provided, its Commitment however, that (if anyi) such assignment shall not conflict with any Applicable Law, (ii) the Borrower shall have received a written consent of the Administrative Agent in the case of an assignee that is not a Lender, which consent shall not unreasonably be withheld, and (iii) the Borrower or such assignee shall have paid to the Departing Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all Loans owing other amounts owed to itit hereunder. If such Departing Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement within a period of time deemed reasonable by the Administrative Agent after the later of (x) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (y) the date on which the Departing Lender receives all payments described in accordance with Section 9.08. The Agent is authorized clause (iii), then such Departing Lender shall be deemed to execute one or more have executed and delivered such Assignment and Acceptance and/or such other documentation as of such Assignments date and Acceptances as attorney-in-fact for any Affected Lender failing the Borrower shall be entitled (but not obligated) to execute and deliver the same within 5 Business Days after the date such Assignment and Acceptance and/or such other documentation on behalf 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 Departing Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 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 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 If a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender hereunderfails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (b) requested requests compensation or payment of additional amounts from the Company any Borrower under either Section 2.12 with respect to Taxes 3.7 or Other Taxes or with respect to increased costs or capital or under Section 2.09 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders3.9, (c) has not agreed fails to any consentincrease its Commitment, waiver or amendment that requires the agreement of all Lenders or all affected Lenders in accordance with following request thereto by Borrower Agent as permitted pursuant to the terms of Section 9.01 and as to which the Required Lenders have agreed, 2.1.7 or (d) delivered is a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other LendersDefaulting Lender, then, in addition to any caseother rights and remedies that any Person may have, the Company Agent or the Borrower Agent may make written demand on may, by notice to such Affected Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Agent) for the Affected within 120 days after such event, require such Lender to assign at par, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 which the Company or the Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s its rights and obligations under this Agreement and the other Loan Documents (includingto Eligible Assignee(s), without limitationpursuant to appropriate Assignment and Acceptance(s), its Commitment (if any) within 20 days after the notice; provided, that, 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 Agent or Borrower Agent to require such assignment and all Loans owing delegation cease to it) in accordance with Section 9.08apply. The Agent is authorized to execute one or more of such Assignments and Acceptances irrevocably appointed as attorney-in-fact for any Affected Lender failing to execute any such Assignment and deliver Acceptance if the same within 5 Business Days after the date of such demandLender fails to execute it. Further, with respect to such assignment, the Affected Such Lender shall have concurrently receivedbe entitled to receive, in cash, concurrently with such assignment, all amounts due and owing owed to it under the Loan Documents through the date of assignment; provided, that notwithstanding the foregoing sentence, Borrowers shall not be required to reimburse any departing Lender for any compensation or payment of additional amounts incurred pursuant to Section 3.7 or 3.9 to the Affected Lender hereunder extent such compensation or under any other Loan Document; provided that upon such Affected Lender’s replacementamounts resulted from a Change of Law (solely for purposes hereof, such Affected Lender “Change of Law” shall cease to be a party hereto but Change of Law as defined in clause (c) of the definition thereof, without having the force of law) and either (x) such Lender did not give prior written notice to Borrower Agent of the implementation of such Change in Law resulting in such compensation or amounts or (y) Borrowers shall continue to be entitled have removed such Lender pursuant to the benefits terms of Sections 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 this Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred 13.4 prior to the implementation of such Change in Law following the delivery of written notice by such Lender to Borrower Agent thereof pursuant to the terms of Section 3.3; provided, further, that following delivery to Borrower Agent of such notice, the Borrowers shall be required to reimburse Lenders for any such compensation or amounts incurred from the period of implementation of such Change in Law until the date the Affected Lender is replaced.of any such permitted assignment pursuant to this Section 13.4. SECTION 14. MISCELLANEOUS 84

Replacement of Certain Lenders. In the event a Lender (a “Affected Designee Lender”) shall have requested additional compensation from the Borrower or any Qualified Borrower under Section 13.2 or under Section 13.3, the Borrower may, at its sole election, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Administrative Agent) for the Affected Designee Lender to assign at parassign, and such Affected Designee Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrower or 104 the Agent, as the case may be, Administrative Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights right and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) and Revolving Credit Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit) in accordance with Section 9.08. The Agent is authorized 14.1 (with the Borrower paying any applicable fees associated with such assignment), or (b) repay all Loans owing to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected the Designee Lender failing together with interest accrued with respect thereto to execute and deliver the same within 5 Business Days after the date of such demand. Further, with respect repayment and all fees and other charges accrued or payable and all other Obligations owing to such assignmentDesignee Lender under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment and remit to the Administrative Agent to be held as cash collateral an amount equal to the participation interest of the Designee Lender in Letters of Credit. Any such repayment and remittance shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such repayment and remittance in immediately available funds as aforesaid, 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 Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Administrative Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the Borrower and shall continue constitute Obligations hereunder. In no event shall Borrower’s election under the provisions of this Section 13.4 affect its obligation to be obligated pay the additional compensation required under either Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replacedSection 13.3.

Replacement of Certain Lenders. In the event a If (1) any Lender (a “Affected Subject Lender”) shall have (a) become is a Defaulting Lender hereunderthat owes a Defaulted Advance to the Borrower, (b) requested compensation from makes demand upon the Company under Borrower 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 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a gives notice pursuant to Section 2.10 claiming that 2.10(d) requiring a Conversion of such Lender is unable to extend Subject Lender’s Eurodollar Rate Loans for reasons not generally applicable 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 or (2) the other LendersBorrower is required, thenpursuant to Section 2.15(d)(ii), in to prepay any caseSwing Line Advance or cash collateralize the Available Amount of any outstanding Letters of Credit on account of such Defaulting Lender’s status as such, the Company or the Agent may make written demand on such Affected Lender Borrower may, within 150 days after (with a copy to the Agent i) in the case of a demand clause (1)(a) above, the date on which the Advance that is the subject of such Defaulted Advance was required to have been funded by the Company and a copy Lenders pursuant to the Company Section 2.01(a) or (b) or 2.03(c) or (ii) in the case of a demand clause (1)(b), (1)(c) or (2) above, receipt by the Agent) for the Affected Lender to assign at par, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances five Business Days after the date Borrower of such demand, to one demand or more financial institutions that comply with the provisions of Section 9.08 which the Company notice (or the Agentoccurrence of such other event causing the Borrower to be required to pay such compensation), 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 (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 (if any) and all Loans owing to it) in accordance with Section 9.08. The 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 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 of Sections 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 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 replacedDocuments.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”a "DESIGNEE LENDER") shall have requested additional compensation from the Borrower under SECTION 13.2 or under SECTION 13.3, the Borrower may, at its sole election, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Administrative Agent) for the Affected Designee Lender to assign at parassign, and such Affected Designee Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrower or the Agent, as the case may be, Administrative Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights 's right and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) Commitment, and all Loans owing to it) in accordance with Section 9.08. The Agent is authorized SECTION 15.1 or (b) repay all Loans owing to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected the Designee Lender failing together with interest accrued with respect thereto to execute and deliver the same within 5 Business Days after the date of such demandrepayment and all fees and other charges accrued or payable under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment. Further, with respect to Any such assignmentrepayment and remittance shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such repayment and remittance in immediately available funds as aforesaid, 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 Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Administrative Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the 106 Borrower and shall continue constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this SECTION 13.4 affect its obligation to be obligated pay the additional compensation required under Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses either SECTION 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replacedSECTION 13.3.

Replacement of Certain Lenders. In the event If (x) a Lender (“Affected Lender”) shall have (a) become fails to give its consent to any amendment, waiver or action for which consent of all Lenders or of all directly and adversely affected Lenders (or of all Lenders in a Defaulting Lender hereunderFacility or of all directly and adversely affected Lenders in a Facility) was required and Required Lenders consented, (b) requested compensation from the Company is a Defaulting Lender, or (c) gives a notice under Section 2.12 3.5 or requests compensation under Section 3.7, or (y) if any Borrower is required to pay additional amounts or indemnity payments with respect to Taxes or Other Taxes or with respect to increased costs or capital or a Lender under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders5.8, then, in addition to any caseother rights and remedies that any Person may have, the Company Agent or the Agent may make written demand on Administrative Borrower may, by notice to such Affected Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Agent) for the Affected Lender, require such Lender to assign at par, all of its rights and such Affected Lender shall use commercially reasonable efforts to assign pursuant obligations under the Loan Documents to one or more duly executed Assignments Eligible Assignees pursuant to appropriate Assignment and Acceptances; provided, that any such Lender 228 shall be deemed to have consented to the applicable Assignment and Acceptances five Business Days after and the date assignments of such demand, all of its rights and obligations under the Loan Documents to one or more financial institutions that comply with the provisions of Section 9.08 which the Company or the 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 (Eligible Assignees if any) and all Loans owing to it) in accordance with Section 9.08. The Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to it does not execute and deliver the same applicable Assignment and Acceptances to Agent within 5 one Business Days Day after the date of such demandhaving received a request therefor. Further, with respect to such assignment, the Affected Such Lender shall have concurrently receivedbe entitled to receive, in cash, concurrently with such assignment, all amounts due owed to it under the Loan Documents at par, including all principal, interest and owing fees through the date of assignment (but excluding any prepayment charge other than any amounts payable pursuant to Section 3.9). Notwithstanding anything to the Affected contrary contained above, any Lender that acts as a Fronting Bank may not be replaced as a Fronting Bank hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Fronting Bank (including the furnishing of a back-up standby letter of credit in form and substance and issued by an issuer reasonably satisfactory to such Fronting Bank or under any other Loan Document; provided that upon the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory 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 of Sections 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 8.05 Fronting Bank) have been made 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 replacedeach such outstanding Letter of Credit issued by such Fronting Bank.

Replacement of Certain Lenders. In the event If (x) a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender hereunderfails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (b) requested compensation from the Company is a Defaulting Lender, or (c) gives a notice under Section 2.12 3.5 or requests compensation under Section 3.7, or (y) if any Borrower is required to pay additional amounts or indemnity payments with respect to Taxes or Other Taxes or with respect to increased costs or capital or a Lender under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders5.8, then, in addition to any caseother rights and remedies that any Person may have, the Company Agent or the Agent may make written demand on Administrative Borrower may, by notice to such Affected Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Agent) for the Affected Lender, require such Lender to assign at par, all of its rights and such Affected Lender shall use commercially reasonable efforts to assign pursuant obligations under the Loan Documents to one or more duly executed Assignments Eligible Assignees pursuant to appropriate Assignment and Acceptances; provided that any such Lender shall be deemed to have consented to the applicable Assignment and Acceptances five Business Days after and the date assignments of such demand, all of its rights and obligations under the Loan Documents to one or more financial institutions that comply with the provisions of Section 9.08 which the Company or the 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 (Eligible Assignees if any) and all Loans owing to it) in accordance with Section 9.08. The Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to it does not execute and deliver the same applicable Assignment and Acceptances to Agent within 5 one Business Days Day after the date of such demandhaving received a request therefor. Further, with respect to such assignment, the Affected Such Lender shall have concurrently receivedbe entitled to receive, in cash, concurrently with such assignment, all amounts due owed to it under the Loan Documents at par, including all principal, interest and owing fees through the date of assignment (but excluding any prepayment charge other than any amounts payable pursuant to Section 3.10). Notwithstanding anything to the Affected contrary contained above, any Lender that acts as a Fronting Bank may not be 213 replaced as a Fronting Bank hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Fronting Bank (including the furnishing of a back-up standby letter of credit in form and substance and issued by an issuer reasonably satisfactory to such Fronting Bank or under any other Loan Document; provided that upon the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory 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 of Sections 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 8.05 Fronting Bank) have been made 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 replacedeach such outstanding Letter of Credit issued by such Fronting Bank.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender hereunder, If (bi) requested compensation from the Company under Section 2.12 with respect any action to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 or other additional costs incurred by such Lender which, in any case, are not being incurred generally be taken by the other Lenders, (c) has not agreed to any Lender Group or Agent hereunder requires the consent, waiver authorization, or amendment that requires the agreement of all Lenders or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the Required Lenders but not of all Lenders or all Lenders affected thereby, or (ii) any Lender makes a claim for compensation under Section 17.11, then Agent and the Borrower, upon at least five (5) Business Days prior irrevocable notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement (a “Non-Consenting Lender”) or any Lender that made a claim for compensation (a “Tax Lender”) with one or more Replacement Lenders, and the Non-Consenting Lender or Tax Lender, as applicable, shall have no right to refuse to be replaced hereunder. Such notice to replace the Non-Consenting Lender or Tax Lender, as applicable, shall specify an effective date for such replacement, which date shall not be later than fifteen (15) Business Days after the date such notice is given. (b) Prior to the effective date of such replacement, the Non-Consenting Lender or Tax Lender, as applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Non-Consenting Lender or Tax Lender, as applicable, being repaid in full its share of the outstanding Obligations (including all interest, fees, and other amounts that may be due and payable in respect thereof, including the Make-Whole Premium described in Section 2.3(g)) and any costs that are incurred by a Tax Lender in connection with such replacement. If the Non-Consenting Lender or Tax Lender, as applicable, shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, Agent may, but shall not be required to, execute and deliver such Assignment and Acceptance in the name or and on behalf of the Non-Consenting Lender or Tax Lender, as applicable, and irrespective of whether Agent executes and delivers such Assignment and Acceptance, the Non-Consenting Lender or Tax Lender, as applicable, shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Non-Consenting Lender or Tax Lender, as applicable, shall be made in accordance with the terms of Section 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Agent) for the Affected Lender to assign at par, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 which the Company or the 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 (if any) and all Loans owing to it) in accordance with Section 9.0815.1. The 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 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 of Sections 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 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.16.3

Replacement of Certain Lenders. In the event a Lender (a “Affected Designee Lender”) shall have requested additional compensation from the Borrower or any Qualified 116 Borrower under Section 13.2 or under Section 13.3, the Borrower may, at its sole election, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Administrative Agent) for the Affected Designee Lender to assign at parassign, and such Affected Designee Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrower or the Agent, as the case may be, Administrative Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights right and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) and Revolving Credit Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit) in accordance with Section 9.08. The Agent is authorized 14.1 (with the Borrower paying any applicable fees associated with such assignment), or (b) repay all Loans owing to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected the Designee Lender failing together with interest accrued with respect thereto to execute and deliver the same within 5 Business Days after the date of such demand. Further, with respect repayment and all fees and other charges accrued or payable and all other Obligations owing to such assignmentDesignee Lender under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment and remit to the Administrative Agent to be held as cash collateral an amount equal to the participation interest of the Designee Lender in Letters of Credit. Any such repayment and remittance shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such repayment and remittance in immediately available funds as aforesaid, 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 Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Administrative Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the Borrower and shall continue constitute Obligations hereunder. In no event shall Borrower’s election under the provisions of this Section 13.4 affect its obligation to be obligated pay the additional compensation required under either Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replacedSection 13.3.

Replacement of Certain Lenders. In the event a Lender (a “Affected Designee Lender”) shall have requested additional compensation from the Borrower under Section 13.2 or under Section 13.3, the Borrower may, at its sole election, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Administrative Agent) for the Affected Designee Lender to assign at parassign, and such Affected Designee Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrower or the Agent, as the case may be, Administrative Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights right and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) and Revolving Credit Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit) in accordance with Section 9.08. The Agent is authorized 15.1 or (b) repay all Loans owing to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected the Designee Lender failing together with interest accrued with respect thereto to execute and deliver the same within 5 Business Days after the date of such demand. Further, with respect repayment and all fees and other charges accrued or payable and all other Obligations owing to such assignmentDesignee Lender under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment and remit to the Administrative Agent to be held as cash collateral an amount equal to the participation interest of the Designee Lender in Letters of Credit. Any such repayment and remittance shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such repayment and remittance in immediately available funds as aforesaid, 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 Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Administrative Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the Borrower and shall continue constitute Obligations hereunder. In no event shall Borrower’s election under the provisions of this Section 13.4 affect its obligation to be obligated pay the additional compensation required under either Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replaced.Section 13.3. 103

Replacement of Certain Lenders. In the event a Lender (a “Affected Designee Lender”) shall have requested additional compensation from the Borrower under Section 13.2 or under Section 13.3, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 13.1, or if any Lender becomes a Defaulting Lender, or if any Lender becomes a Non- Consenting Lender, the Borrower may, at its sole election, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Administrative Agent) for the Affected Designee Lender to assign at par, and such Affected Designee Lender shall use commercially reasonable efforts to assign at par pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrower or the Agent, as the case may be, Administrative Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) Commitment, and all Loans owing to it, but excluding its existing rights to payment under Sections 13.2 or 13.3) in accordance with Section 9.08. The Agent is authorized 14.1 (with the Borrower paying any applicable fees associated with such assignment) (provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consents shall not unreasonably be withheld, (ii) in the case of any such assignment resulting from a claim for compensation under Section 13.2 or Section 13.3 or payments required to execute one be made pursuant to Section 13.1, such assignment will result in a reduction in such compensation or more payments, (iii) 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, and (iv) a Lender shall not be required to make any such Assignments assignment and Acceptances delegation if, prior thereto, as attorney-in-fact for any Affected a result of a waiver by such Lender failing or otherwise, the circumstances entitling the Borrower to execute require such assignment and deliver delegation cease to apply), or (b) repay all Loans owing to the same within 5 Business Days after Designee Lender together with interest accrued with respect thereto to the date of such demand. Further, with respect repayment and all fees and other charges accrued or payable and all other Obligations owing to such assignmentDesignee Lender under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment. Any such repayment and remittance shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such repayment and remittance in immediately available funds as aforesaid, 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 Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Administrative Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the Borrower and shall continue constitute Obligations hereunder. In no event shall Borrower’s election under the provisions of this Section 13.4 affect its obligation to be obligated pay the additional compensation required under either Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replacedSection 13.3.

Replacement of Certain Lenders. In the event a any Lender (“Affected Lender”a) shall have requested additional compensation from the Borrower under Section 2.17(c), Section 2.19 or Section 2.20, (ab) become shall have given notice under Section 2.17 of its inability to make or maintain as such any Eurocurrency Loan or Eurodollar Loan, (c) is a Defaulting Lender hereunder, (bd) shall have refused to make Revolving Loans or consent to the issuance of Letters of Credit in requested compensation from the Company alternative currencies under Section 2.12 with respect to Taxes 1.05, or Other Taxes or with respect to increased costs or capital or under Section 2.09 or other additional costs incurred by (e) is a Non-Consenting Lender, the Borrower may, at its sole expense and effort, require such Lender which(each, in any casea “Departing Lender”) to transfer and assign, are not being incurred generally by the other Lenders, without recourse (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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable subject to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Agent) for the Affected Lender to assign at parrestrictions contained in, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances five Business Days after the date of such demandconsents required by, to one or more financial institutions that comply with the provisions of Section 9.08 which the Company or the Agent9.04) all its interests, 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 related Loan Documents to an assignee that shall assume such assigned obligations (includingwhich assignee may be another Lender, without limitationif a Lender accepts such assignment); provided, its Commitment however, that (if anyi) such assignment shall not conflict with any Applicable Law, (ii) the Borrower shall have received a written consent of the Administrative Agent in the case of an assignee that is not a Lender, which consent shall not unreasonably be withheld, and (iii) the Borrower or such assignee shall have paid to the Departing Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all Loans owing other amounts owed to itit hereunder. If such Departing Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement within a period of time deemed reasonable by the Administrative Agent after the later of (x) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (y) the date on which the Departing Lender receives all payments described in accordance with Section 9.08. The Agent is authorized clause (iii), then such Departing Lender shall be deemed to execute one or more have executed and delivered such Assignment and Acceptance and/or such other documentation as of such Assignments date and Acceptances as attorney-in-fact for any Affected Lender failing the Borrower shall be entitled (but not obligated) to execute and deliver the same within 5 Business Days after the date such Assignment and Acceptance and/or such other documentation on behalf 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 Departing Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 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 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 If a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender hereunderfails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (b) requested requests compensation or payment of additional amounts from the Company any Borrower under either Section 2.12 with respect to Taxes 3.7 or Other Taxes 3.9 or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered is a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other LendersDefaulting Lender, then, in addition to any caseother rights and remedies that any Person may have, the Company Agent or the Borrower Agent may make written demand on may, by notice to such Affected Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Agent) for the Affected within 120 days after such event, require such Lender to assign at par, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 which the Company or the Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s its rights and obligations under this Agreement and the other Loan Documents (includingto Eligible Assignee(s), without limitationpursuant to appropriate Assignment and Acceptance(s), its Commitment (if any) within 20 days after the notice; provided, that, 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 Agent or Borrower Agent to require such assignment and all Loans owing delegation cease to it) in accordance with Section 9.08apply. The Agent is authorized to execute one or more of such Assignments and Acceptances irrevocably appointed as attorney-in-fact for any Affected Lender failing to execute any such Assignment and deliver Acceptance if the same within 5 Business Days after the date of such demandLender fails to execute it. Further, with respect to such assignment, the Affected Such Lender shall have concurrently receivedbe entitled to receive, in cash, concurrently with such assignment, all amounts due and owing owed to it under the Loan Documents through the date of assignment; provided, that notwithstanding the foregoing sentence, Borrowers shall not be required to reimburse any departing Lender for any compensation or payment of additional amounts incurred pursuant to Section 3.7 or 3.9 to the Affected Lender hereunder extent such compensation or under any other Loan Document; provided that upon such Affected Lender’s replacementamounts resulted from a Change of Law (solely for purposes hereof, such Affected Lender “Change of Law” shall cease to be a party hereto but Change of Law as defined in clause (c) of the definition thereof, without having the force of law) and either (x) such Lender did not give prior written notice to Borrower Agent of the implementation of such Change in Law resulting in such compensation or amounts or (y) Borrowers shall continue to be entitled have removed such Lender pursuant to the benefits terms of Sections 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 this Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred 13.4 prior to the implementation of such Change in Law following the delivery of written notice by such Lender to Borrower Agent thereof pursuant to the terms of Section 3.3; provided, further, that following delivery to Borrower Agent of such notice, the Borrowers shall be required to reimburse Lenders for any such compensation or amounts incurred from the period of implementation of such Change in Law until the date the Affected Lender is replaced.of any such permitted assignment pursuant to this Section 13.4. 87

Replacement of Certain Lenders. In the event a any Lender (“Affected Lender”a) shall have requested additional compensation from the Borrower under Section 2.17(d), Section 2.19 or Section 2.20, (ab) become shall have given notice under Section 2.17 of its inability to make or maintain as such any SOFR Loan, (c) is a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered is a notice pursuant to Section 2.10 claiming that Non-Consenting Lender, the Borrower may, at its sole expense and effort, require such Lender is unable (each, a “Departing Lender”) to extend Eurodollar Rate Loans for reasons not generally applicable transfer and assign, without recourse (in accordance with and subject to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Agent) for the Affected Lender to assign at parrestrictions contained in, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances five Business Days after the date of such demandconsents required by, to one or more financial institutions that comply with the provisions of Section 9.08 which the Company or the Agent9.04) all its interests, 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 related Loan Documents to an assignee that shall assume such assigned obligations (includingwhich assignee may be another Lender, without limitationif a Lender accepts such assignment); provided, its Commitment however, that (if anyi) such assignment shall not conflict with any Applicable Law, (ii) the Borrower shall have received a written consent of the Administrative Agent in the case of an assignee that is not a Lender, which consent shall not unreasonably be withheld, and (iii) the Borrower or such assignee shall have paid to the Departing Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all Loans owing other amounts owed to itit hereunder. If such Departing Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement within a period of time deemed reasonable by the Administrative Agent after the later of (x) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (y) the date on which the Departing Lender receives all payments described in accordance with Section 9.08. The Agent is authorized clause (iii), then such Departing Lender shall be deemed to execute one or more have executed and delivered such Assignment and Acceptance and/or such other documentation as of such Assignments date and Acceptances as attorney-in-fact for any Affected Lender failing the Borrower shall be entitled (but not obligated) to execute and deliver the same within 5 Business Days after the date such Assignment and Acceptance and/or such other documentation on behalf 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 Departing Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 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 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 If a Lender (“"Affected Lender”") shall have (ai) become a Defaulting failed to fund its Pro Rata share of any Loan requested (or deemed requested) by Borrowers which such Lender hereunderis obligated to fund under the terms of this Agreement and which such failure has not been cured, (bii) requested compensation from the Company Borrowers under Section 2.12 with respect SECTION 3.7 to Taxes or Other Taxes or with respect to recover increased costs or capital or under Section 2.09 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), (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 9.01 and as to which the Required Lenders have agreed, or (diii) delivered a notice pursuant to Section 2.10 SECTION 3.6 claiming that such Lender is unable to extend Eurodollar Rate LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, (iv) defaulted in paying or performing any of its obligations to Administrative Agent, or (v) failed or refused to give its consent to any amendment, waiver or action for which consent of all of the Lenders is required and in respect of which the Required Lenders have consented, then, in any casesuch case and in addition to any other rights and remedies that Administrative Agent, the Company any other Lender or the any Borrower may have against such Affected Lender, any Borrower or 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 Company Borrowers and a copy to the Company Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign at parassign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances five within 5 Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 which the Company Lenders willing to accept such assignment or the assignments, or to one or more Eligible Assignees designated by 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, including its Commitment (if any) and all Loans owing to it) in accordance with Section 9.08SECTION 14. 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 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 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 13.17, 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 Administrative Agent in any Collateral and such Affected Lender shall continue have no further liability to be entitled to Administrative Agent, any Lender or any other Person under any of the benefits of Sections 2.12 and 9.04, Loan Documents (except as well provided in SECTION 13.6 as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 8.05 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. Administrative 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 Administrative Agent's own account all of such Lender's right, title and interest in and to this Agreement, the other Loan 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 Administrative Agent and Lender may mutually agree upon).

Replacement of Certain Lenders. In the event a Lender (“Affected a "Designee Lender”") shall have requested additional compensation from the Borrower under Section 13.2 or under Section 13.3, the Borrower may, at its sole election, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company Payment and a copy to the Company in the case of a demand by the Disbursement Agent) for the Affected Designee Lender to assign at parassign, and such Affected Designee Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrower or the Agent, as the case may be, Payment and Disbursement Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights 's right and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) and Revolving Credit Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit) in accordance with Section 9.08. The Agent is authorized Sec tion 15.1 or (b) repay all Loans owing to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected the Designee Lender failing together with interest accrued with respect thereto to execute and deliver the same within 5 Business Days after the date of such demandrepayment and all fees and other charges accrued or payable under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment and remit to the Payment and Disbursement Agent to be held as cash collateral an amount equal to the participation interest of the Designee Lender in Letters of Credit. Further, with respect to Any such assignmentrepayment and remittance shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such repayment and remittance in immediately available funds as aforesaid, 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 Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Payment and Disbursement Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the Borrower and shall continue constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this Section 13.4 affect its obligation to be obligated pay the additional compensation required under either Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replacedSection 13.3.

Replacement of Certain Lenders. In the event a Lender (a “Affected Designee Lender”) shall have requested additional compensation from the Borrowers under Section 13.2 or under Section 13.3, or if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 13.1, or if any Lender becomes a Defaulting Lender, or if any Lender becomes a Non- Consenting Lender, the Borrowers may, at their sole election, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Administrative Agent) for the Affected Designee Lender to assign at par, and such Affected Designee Lender shall use commercially reasonable efforts to assign at par pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrowers or the Agent, as the case may be, Administrative Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) Commitment, and all Loans owing to it, but excluding its existing rights to payment under Sections 13.2 or 13.3) in accordance with Section 9.08. The Agent is authorized 14.1 (with the Borrowers paying any applicable fees associated with such assignment) (provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent, which consents shall not unreasonably be withheld, (ii) in the case of any such assignment resulting from a claim for compensation under Section 13.2 or Section 13.3 or payments required to execute one be made pursuant to Section 13.1, such assignment will result in a reduction in such compensation or more payments, (iii) 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, and (iv) a Lender shall not be required to make any such Assignments assignment and Acceptances delegation if, prior thereto, as attorney-in-fact for any Affected a result of a waiver by such Lender failing or otherwise, the circumstances entitling the Borrowers to execute require such assignment and deliver delegation cease to apply), or (b) repay all Loans owing to the same within 5 Business Days after Designee Lender together with interest accrued with respect thereto to the date of such demand. Further, with respect repayment and all fees and other charges accrued or payable and all other Obligations owing to such assignmentDesignee Lender under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment. Any such repayment and remittance shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such repayment and remittance in immediately available funds as aforesaid, 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 Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Administrative Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the Borrowers and shall continue constitute Obligations hereunder. In no event shall Borrowers’ election under the provisions of this Section 13.4 affect its obligation to be obligated pay the additional compensation required under either Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replacedSection 13.3.

Replacement of Certain Lenders. In the event a Lender (“Affected a ------------------------------ "Designee Lender”") shall have requested additional compensation from the --------------- Borrower under Section 13.2 or under Section 13.3, the Borrower may, at its sole ------------ ------------ election, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Administrative Agent) for the Affected Designee Lender to assign at parassign, and such Affected Designee Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrower or the Agent, as the case may be, Administrative Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights 's right and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) Commitment, and all Loans owing to it) in accordance with Section 9.08. The Agent is authorized 15.1 or (b) repay all Loans owing to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected the Designee Lender failing ------------ together with interest accrued with respect thereto to execute and deliver the same within 5 Business Days after the date of such demandrepayment and all fees and other charges accrued or payable under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment. Further, with respect to Any such assignmentrepayment and remittance shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such repayment and remittance in immediately available funds as aforesaid, 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 Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Administrative Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the Borrower and shall continue constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this Section 13.4 affect its obligation to be obligated pay the additional ------------ compensation required under either Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replaced.Section 13.3. ------------ ------------

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 (or deemed requested) by Borrowers which such Lender hereunderis obligated to fund under the terms of this Agreement and which such failure has not been cured, (bii) requested compensation from the Company Borrowers under Section 2.12 with respect SECTION 3.7 to Taxes or Other Taxes or with respect to recover increased costs or capital or under Section 2.09 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), (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 9.01 and as to which the Required Lenders have agreed, or (diii) delivered a notice pursuant to Section 2.10 SECTION 3.6 hereof claiming that such Lender is unable to extend Eurodollar Rate LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, (iv) defaulted in paying or performing any of its obligations to Agent, or (v) failed or refused to give its consent to any amendment, waiver or action for which consent of all of the Lenders is required and in respect of which the Required Lenders have consented, then, in any casesuch case and in addition to any other rights and remedies that Agent, the Company any other Lender or the any Borrower may have against such Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Company Borrowers and a copy to the Company Borrowers in the case of a demand by the Agent) for the Affected Lender to assign at parassign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances five within 5 Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 which the Company Lenders willing to accept such assignment or the 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 and the other Loan Documents (including, without limitation, including its Commitment (if any) Commitments and all Loans owing to it) in accordance with Section 9.08SECTION 14 hereof. The 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 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 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 13.17, 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 of Sections 2.12 and 9.04, Loan Documents (except as well provided in SECTION 13.6 hereof as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 8.05 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 sole discretion), to purchase for Agent's own account all of such Lender's right, title and interest in and to this Agreement, the other Loan 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 Lender (“Affected Lender”a "DESIGNEE LENDER") shall have requested additional compensation from the Borrower under SECTION 13.2 or under SECTION 13.3, the Borrower may, at its sole election, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company Payment and a copy to the Company in the case of a demand by the Disbursement Agent) for the Affected Designee Lender to assign at parassign, and such Affected Designee Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrower or the Agent, as the case may be, Payment and Disbursement Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights 's 149 right and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) and Revolving Credit Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit) in accordance with Section 9.08. The Agent is authorized SECTION 15.1 or (b) repay all Loans owing to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected the Designee Lender failing together with interest accrued with respect thereto to execute and deliver the same within 5 Business Days after the date of such demandrepayment and all fees and other charges accrued or payable under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment and remit to the Payment and Disbursement Agent to be held as cash collateral an amount equal to the participation interest of the Designee Lender in Letters of Credit. Further, with respect to Any such assignmentrepayment and remittance shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such repayment and remittance in immediately available funds as aforesaid, 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 Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Payment and Disbursement Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the Borrower and shall continue constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this SECTION 13.4 affect its obligation to be obligated pay the additional compensation required under Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses either SECTION 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replacedSECTION 13.3.

Replacement of Certain Lenders. In the event a Lender (“Affected a "Designee Lender”") shall have requested additional compensation from the Borrower under Section 13.2 or under Section 13.3, the Borrower may, at its sole election, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company Payment and a copy to the Company in the case of a demand by the Disbursement Agent) for the Affected Designee Lender to assign at parassign, and such Affected Designee Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrower or the Agent, as the case may be, Payment and Disbursement Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights 's right and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) and Revolving Credit Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit) in accordance with Section 9.08. The Agent is authorized 15.1 or (b) repay all Loans owing to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected the Designee Lender failing together with interest accrued with respect thereto to execute and deliver the same within 5 Business Days after the date of such demandrepayment and all fees and other charges accrued or payable under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment and remit to the Payment and Disbursement Agent to be held as cash collateral an amount equal to the participation interest of the Designee Lender in Letters of Credit. Further, with respect to Any such assignmentrepayment and remittance shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such repayment and remittance in immediately available funds as aforesaid, 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 Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Payment and Disbursement Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the Borrower and shall continue constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this Section 13.4 affect its obligation to be obligated pay the additional compensation required under either Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replacedSection 13.3.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”a "DESIGNEE LENDER") shall have requested additional compensation from the Borrower under SECTION 13.2 or under SECTION 13.3, the Borrower may, at its sole election, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company Payment and a copy to the Company in the case of a demand by the Disbursement Agent) for the Affected Designee Lender to assign at parassign, and such Affected Designee Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrower or the Agent, as the case may be, Payment and Disbursement Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights 's right and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) and Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit) in accordance with Section 9.08. The Agent is authorized SECTION 15.1 or (b) repay all Loans owing to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected the Designee Lender failing together with interest accrued with respect thereto to execute and deliver the same within 5 Business Days after the date of such demandrepayment and all fees and other charges accrued or payable under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment and remit to the Payment and Disbursement Agent to be held as cash collateral an amount equal to the participation interest of the Designee Lender in Letters of Credit. Further, with respect to Any such assignmentrepayment and remittance shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such 123 repayment and remittance in immediately available funds as aforesaid, 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 Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Payment and Disbursement Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the Borrower and shall continue constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this SECTION 13.4 affect its obligation to be obligated pay the additional compensation required under Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses either SECTION 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replacedSECTION 13.3.

Replacement of Certain Lenders. In If any Lender becomes and remains (a) a Defaulting Lender or (b) affected by any of the event changes or events described in Section 2.16, 2.17 or 2.18 (any such Lender hereinafter referred to as a Lender (“Affected Replaced Lender”) shall have (a) become and gives notice to the Borrower of any increased cost or other amounts required to be reimbursed or paid pursuant to a Defaulting Lender hereunder, (b) requested compensation from the Company reimbursement or an indemnification obligation under Section 2.12 with respect to Taxes 2.16 or Other Taxes 2.17 or with respect to increased costs gives notice regarding the unlawfulness of making, maintaining or capital or funding LIBOR Loans under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case2.18, the Company or the Agent may make written demand on such Affected Lender Borrower may, so long as no Event of Default has occurred and is continuing (with a copy to the Agent and, in the case of a demand by Defaulting Lender, the Company and a copy Administrative Agent may), at the sole expense of the Borrower, upon at least five (5) Business Days’ notice to the Company Administrative Agent (in the case of the Borrower) and to such Replaced Lender, designate a demand replacement lender (a “Replacement Lender”) acceptable to the Administrative Agent in its sole discretion, to which such Replaced Lender shall, subject to its receipt (unless the Borrower and the Replaced Lender agree upon a later date for the remittance thereof) of all amounts due and owing to such Replaced Lender under Section 2.16 or 2.17 (if applicable), assign to such Replacement Lender all (and not less than all) of its rights, obligations, Loans, Revolving Term Commitments and Term Commitments pursuant to an Assignment and Assumption; provided that (i) unless the Replaced Lender is a Defaulting Lender, the Borrower demonstrates to the Administrative Agent’s reasonable satisfaction that the replacement of such Lender with such Replacement Lender will reduce the amounts required to be paid by the AgentBorrower under Sections 2.16, 2.17 or 2.18, as applicable or (if such replacement is based on a notice under Section 2.18,) for that the Affected Replacement Lender will be able to assign at parmake, maintain or fund LIBOR Loans; (ii) all amounts owed to such Replaced Lender by the Borrower (except liabilities that by the terms hereof survive the payment in full of the Loans and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments termination of this Agreement) under the Loan Documents and Acceptances five Business Days after all accrued and unpaid interest thereon are paid in full as of the date of such demand, to one or more financial institutions that comply assignment; (iii) such assignment does not conflict with applicable law; and (iv) the provisions of Section 9.08 which Administrative Agent has received the Company or the Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all applicable processing and recordation fee in respect of such Affected assignment. Upon the effectiveness of any assignment by any Lender pursuant to this Section 2.24, the Replacement Lender shall thereupon be deemed to be a “Lender’s rights and obligations under ” for all purposes of this Agreement and the other Loan Documents and such Replaced Lender shall thereupon cease to be a “Lender” for all such purposes and shall have no further rights or obligations hereunder (including, without limitation, its Commitment (if any) other than pursuant to Sections 2.16 or 2.17 and all Loans owing to it) in accordance with Section 9.08. The 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 5 Business Days after the date of such demand. Further9.6, with respect to facts and circumstances that arose while such assignmentReplaced Lender was a Lender). Notwithstanding the foregoing, the Affected a Lender shall have concurrently receivednot be required to make any such assignment if, 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 of Sections 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 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date effectiveness thereof, as a result of waiver by such Lender or otherwise, the Affected Lender is replacedcircumstances entitling the Borrower or the Administrative Agent to require such assignment cease to apply.

Replacement of Certain Lenders. In the event a Lender (a “Affected Designee Lender”) shall have requested additional compensation from the Borrower or any Qualified Borrower under Section 13.2 or under Section 13.3, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 13.1, or if any Lender becomes a Defaulting Lender, or if any Lender becomes a Non-Consenting Lender, the Borrower may, at its sole election, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Administrative Agent) for the Affected Designee Lender to assign at parassign, and such Affected Designee Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrower or the Agent, as the case may be, Administrative Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) and Revolving Credit Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit but excluding its existing rights to payment under Sections 13.2 or 13.3 and any outstanding Money Market Loans held by it) in accordance with Section 9.08. The 14.1 (with the Borrower paying any applicable fees associated with such assignment) (provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent is authorized and the Issuing Bank, which consents shall not unreasonably be withheld, (ii) in the case of any such assignment resulting from a claim for compensation under Section 13.2 or Section 13.3 or payments required to execute one be made pursuant to Section 13.1, such assignment will result in a reduction in such compensation or more payments, (iii) 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, and (iv) a Lender shall not be required to make any such Assignments assignment and Acceptances delegation if, prior thereto, as attorney-in-fact for any Affected a result of a waiver by such Lender failing or otherwise, the circumstances entitling the Borrower to execute require such assignment and deliver delegation cease to apply), or (b) repay all Loans owing to the same within 5 Business Days after Designee Lender together with interest accrued with respect thereto to the date of such demand. Further, with respect repayment and all fees and other charges accrued or payable and all other Obligations owing to such assignmentDesignee Lender under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment and remit to the Administrative Agent to be held as cash collateral an amount equal to the participation interest of the Designee Lender in Letters of Credit. Any such repayment and remittance shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such repayment and remittance in immediately available funds as aforesaid, 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 Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Administrative Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the Borrower and shall continue constitute Obligations hereunder. In no event shall Borrower’s election under the provisions of this Section 13.4 affect 119 its obligation to be obligated pay the additional compensation required under either Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replacedSection 13.3.

Replacement of Certain Lenders. In the event a Lender (a “Affected Designee Lender”) shall have requested additional compensation from the Borrower under Section 13.2 or under Section 13.3, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 13.1, or if any Lender becomes a Defaulting Lender, or if any Lender becomes a Non-Consenting Lender, the Borrower may, at its sole election, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Administrative Agent) for the Affected Designee Lender to assign assign, and such Designee Lender shall assign, at par, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrower or the Agent, as the case may be, Administrative Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) and all Loans owing to it, but excluding its existing rights to payment under Sections 13.2 or 13.3) in accordance with Section 9.08. The Agent is authorized 14.1 (with the Borrower paying any applicable fees associated with such assignment) (provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) in the case of any such assignment resulting from a claim for compensation under Section 13.2 or Section 13.3 or payments required to execute one be made pursuant to Section 13.1, such assignment will result in a reduction in such compensation or more payments, (iii) 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, and (iv) a Lender shall not be required to make any such Assignments assignment and Acceptances delegation if, prior thereto, as attorney-in-fact for any Affected a result of a waiver by such Lender failing or otherwise, the circumstances entitling the Borrower to execute require such assignment and deliver delegation cease to apply), or (b) repay all Loans owing to the same within 5 Business Days after Designee Lender together with interest accrued with respect thereto to the date of such demand. Further, with respect repayment and all fees and other charges accrued or payable and all other Obligations owing to such assignmentDesignee Lender under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment. Any such repayment shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such repayment in immediately available funds as aforesaid, 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 Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Administrative Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the Borrower and shall continue constitute Obligations hereunder. In no event shall Borrower’s election under the provisions of this Section 13.4 affect its obligation to be obligated pay the additional compensation required under either Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replacedSection 13.3.

Replacement of Certain Lenders. In the event a Lender (a “Affected Designee Lender”) shall have requested additional compensation from the Borrowers under Section 13.2 or under Section 13.3, or if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 13.1, or if any Lender becomes a Defaulting Lender, or if any Lender becomes a Non- Consenting Lender, the Borrowers may, at their sole election, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Administrative Agent) for the Affected Designee Lender to assign at par, and such Affected Designee Lender shall use commercially reasonable efforts to assign at par pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrowers or the Agent, as the case may be, Administrative Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) Commitment, and all Loans owing to it, but excluding its existing rights to payment under Sections 13.2 or 13.3) in accordance with Section 9.08. The Agent is authorized 14.1 (with the Borrowers paying any applicable fees associated with such assignment) (provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent, which consents shall not unreasonably be withheld, (ii) in the case of any such assignment resulting from a claim for compensation under Section 13.2 or Section 13.3 or payments required to execute one be made pursuant to Section 13.1, such assignment will result in a reduction in such compensation or more payments, (iii) 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, and (iv) a Lender shall not be required to make any such Assignments assignment and Acceptances delegation if, prior thereto, as attorney-in-fact for any Affected a result of a waiver by such Lender failing or otherwise, the circumstances entitling the Borrowers to execute require such assignment and deliver delegation cease to apply), or (b) repay all Loans owing to the same within 5 Business Days after Designee Lender together with interest accrued with respect thereto to the date of such demand. Further, with respect repayment and all fees and other charges accrued or payable and all other Obligations owing to such assignmentDesignee Lender under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment. Any such repayment and remittance shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such repayment and remittance in immediately available funds as aforesaid, 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 Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Administrative Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the Borrowers and shall continue constitute Obligations hereunder. In no event shall Borrowers' election under the provisions of this Section 13.4 affect its obligation to be obligated pay the additional compensation required under either Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replacedSection 13.3.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender hereunder, If (bi) requested compensation from the Company under Section 2.12 with respect any action to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 or other additional costs incurred by such Lender which, in any case, are not being incurred generally be taken by the other Lenders, (c) has not agreed to any Lender Group or Agent hereunder requires the consent, waiver authorization, or amendment that requires the agreement of all Lenders or all Lenders affected Lenders in accordance with thereby and if such action has received the terms consent, authorization, or agreement of Section 9.01 and as to which the Required Lenders have agreedbut not of all Lenders or all Lenders affected thereby, or (dii) delivered any Lender makes a notice pursuant claim for compensation under Section 16, then Borrowers or Agent, upon at least five Business Days prior irrevocable notice, may permanently replace any Lender that failed to Section 2.10 claiming give its consent, authorization, or agreement (a “Non-Consenting Lender”), any Lender that such Lender is unable to extend Eurodollar Rate Loans made a claim for reasons not generally applicable to the other Lenderscompensation (a “Tax Lender”), thenany Defaulting Lender, in or any case, the Company or the Agent may make written demand on such Affected Lender (under Section 2.13 with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Agent) for the Affected Lender to assign at par, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Replacement Lenders, and Acceptances five the Non-Consenting Lender, Tax Lender, Defaulting Lender or Affected Lender, as applicable, shall have no right to refuse to be replaced hereunder. Such notice to replace the Non-Consenting Lender, Tax Lender, Defaulting Lender or Affected Lender, as applicable, shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. (b) Prior to the effective date of such demandreplacement, to one the Non-Consenting Lender, Tax Lender, Defaulting Lender or more financial institutions that comply with the provisions of Section 9.08 which the Company or the AgentAffected Lender, as applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the case Non-Consenting Lender or Tax Lender, as applicable, being repaid in full its share of the outstanding Obligations (without any premium or penalty of any kind whatsoever, but including (i) all interest, fees and other amounts that may bebe due in payable in respect thereof, (ii) an assumption of its Pro Rata Share of participations in the Letters of Credit and (iii) Funding Losses). If the Non-Consenting Lender, Tax Lender, Defaulting Lender or Affected Lender, as applicable, 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 (if any) and all Loans owing to it) in accordance with Section 9.08. The Agent is authorized to execute one refuse or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing fail to execute and deliver any such Assignment and Acceptance prior to the same within 5 Business Days after the effective date of such demand. Furtherreplacement, with respect to Agent may, but shall not be required to, execute and deliver such assignmentAssignment and Acceptance in the name or and on behalf of the Non-Consenting Lender, Tax Lender, Defaulting Lender or Affected Lender, as applicable, and irrespective of whether Agent executes and delivers such Assignment and Acceptance, the Affected Non-Consenting Lender, Tax Lender, Defaulting 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 of Sections 2.12 and 9.04, as well as applicable, shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any fees accrued for its account hereunder and not yet paidNon-Consenting Lender, and shall continue to be obligated under Section 8.05 with respect to lossesTax Lender, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Defaulting Lender is replaced.or

Replacement of Certain Lenders. In the event a Lender (“Affected a "Designee Lender”") shall have requested additional compensation from the Borrower under Section 13.2 or under Section 13.3, the Borrower may, at its sole elec- 103 105 tion, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Administrative Agent) for the Affected Designee Lender to assign at parassign, and such Affected Designee Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrower or the Agent, as the case may be, Administrative Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights 's right and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) Commitment, and all Loans owing to it) in accordance with Section 9.08. The Agent is authorized 15.1 or (b) repay all Loans owing to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected the Designee Lender failing together with interest accrued with respect thereto to execute and deliver the same within 5 Business Days after the date of such demandrepayment and all fees and other charges accrued or payable under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment. Further, with respect to Any such assignmentrepayment and remittance shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such repayment and remittance in immediately available funds as aforesaid, 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 Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Administrative Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the Borrower and shall continue constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this Section 13.4 affect its obligation to be obligated pay the additional compensation required under either Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replacedSection 13.3.

Replacement of Certain Lenders. In the event a Lender (“Affected a ------------------------------ "Designee Lender”") shall have requested additional compensation from the --------------- Borrower under Section 13.2 or under Section 13.3, the Borrower may, at its sole ------------ ------------ election, (a) become a Defaulting Lender hereunder, (b) requested compensation from the Company under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.09 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 9.01 and as to which the Required Lenders have agreed, or (d) delivered a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other Lenders, then, in any case, the Company or the Agent may make written demand on such Affected Designee Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Administrative Agent) for the Affected Designee Lender to assign at parassign, and such Affected Designee Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments Assignment and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 Eligible Assignees which the Company Borrower or the Agent, as the case may be, Administrative Agent shall have engaged identified for such purpose (“Replacement Lender”)purpose, all of such Affected Designee Lender’s rights 's right and obligations under this Agreement and the other Loan Documents Notes (including, without limitation, its Commitment (if any) and all Loans owing to it) in accordance with Section 9.08. The Agent is authorized 15.1 for an amount equal to execute one or more the then ------------ outstanding principal balance of such Assignments and Acceptances as attorney-in-fact for any Affected the Loans owing to the Designee Lender failing together with interest accrued with respect thereto to execute and deliver the same within 5 Business Days after the date of such demand. Further, with respect to such assignment, repayment and all fees and other charges accrued or payable under the Affected terms of this Agreement for the benefit of the Designee Lender shall have concurrently received, in cash, or (b) repay all amounts due and Loans owing to the Affected Designee Lender hereunder together with interest accrued with respect thereto to the date of such repayment and all fees and other charges accrued or payable under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment. Any such repayment and remittance shall be for the sole credit of the Designee Lender and not for any other Loan Document; provided that upon Lender. Upon delivery of such Affected Lender’s replacementrepayment and remittance in immediately available funds to the Designee Lender in accordance with clauses (a) or (b) of the foregoing sentence, such Affected as applicable, the Designee Lender shall cease to be a party hereto but Lender under this Agreement. All expenses incurred by the Administrative Agent in connection with the foregoing shall continue to be entitled to for the benefits sole account of Sections 2.12 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, the Borrower and shall continue constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this Section 13.4 ------------ affect its obligation to be obligated pay the additional compensation required under either Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses 13.2 or disbursements for matters which occurred prior to the date the Affected Lender is replaced.Section 13.3. ------------ ------------

Replacement of Certain Lenders. In the event If a Lender (“Affected Lender”) shall have (a) become a Defaulting Lender hereunderfails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (b) requested requests compensation or payment of additional amounts from the Company any Borrower under either Section 2.12 with respect to Taxes 3.7 or Other Taxes or with respect to increased costs or capital or under Section 2.09 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders3.9, (c) has not agreed fails to any consentincrease its Commitment, waiver or amendment that requires the agreement of all Lenders or all affected Lenders in accordance with following request thereto by Borrower Agent as permitted pursuant to the terms of Section 9.01 and as to which the Required Lenders have agreed, 2.1.7 or (d) delivered is a notice pursuant to Section 2.10 claiming that such Lender is unable to extend Eurodollar Rate Loans for reasons not generally applicable to the other LendersDefaulting Lender, then, in addition to any caseother rights and remedies that any Person may have, the Company Agent or the Borrower Agent may make written demand on may, by notice to such Affected Lender (with a copy to the Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Agent) for the Affected within 120 days after such event, require such Lender to assign at par, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 9.08 which the Company or the Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s its rights and obligations under this Agreement and the other Loan Documents (includingto Eligible Assignee(s), without limitationpursuant to appropriate Assignment and Acceptance(s), its Commitment (if any) within 20 days after the notice; provided, that, 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 Agent or Borrower Agent to require such assignment and all Loans owing delegation cease to it) in accordance with Section 9.08apply. The Agent is authorized to execute one or more of such Assignments and Acceptances irrevocably appointed as attorney-in-fact for any Affected Lender failing to execute any such Assignment and deliver Acceptance if the same within 5 Business Days after the date of such demandLender fails to execute it. Further, with respect to such assignment, the Affected Such Lender shall have concurrently receivedbe entitled to receive, in cash, concurrently with such assignment, all amounts due and owing owed to it under the Loan Documents through the date of assignment; provided, that notwithstanding the foregoing sentence, Borrowers shall not be required to reimburse any departing Lender for any compensation or payment of additional amounts incurred pursuant to Section 3.7 or 3.9 to the Affected Lender hereunder extent such compensation or under any other Loan Document; provided that upon such Affected Lender’s replacementamounts resulted from a Change of Law (solely for purposes hereof, such Affected Lender “Change of Law” shall cease to be a party hereto but Change of Law as defined in clause (c) of the definition thereof, without having the force of law) and either (x) such Lender did not give prior written notice to Borrower Agent of the implementation of such Change in Law resulting in such compensation or amounts or (y) Borrowers shall continue to be entitled have removed such Lender pursuant to the benefits terms of Sections 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 this Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred 13.4 prior to the implementation of such Change in Law following the delivery of written notice by such Lender to Borrower Agent thereof pursuant to the terms of Section 3.3; provided, further, that following delivery to Borrower Agent of such notice, the Borrowers shall be required to reimburse Lenders for any such compensation or amounts incurred from the period of implementation of such Change in Law until the date the Affected Lender is replacedof any such permitted assignment pursuant to this Section 13.4.