Common use of Replacement of Certain Lenders Clause in Contracts

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have: (A) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (B) requested compensation from the Borrower under Sections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (C) delivered a notice pursuant to Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (D) has invoked Section 10.2; then, in any such case, after engagement of one or more “Replacement Lenders” (as defined below) by the Borrower and/or the Administrative Agent, the Borrower or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of

Replacement of Certain Lenders. In the event a Lender (“"Affected Lender”") shall have: (Ai) failed to fund its Pro Rata Share Commitment Percentage of any Advance Loan requested by the Borrower, Borrowers or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(D)its Commitment Percentage of any unreimbursed payment made by the Fronting Bank, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (Bii) requested compensation from the Borrower Borrowers under Sections 2.15(E), 4.1 Section 2.15 with respect to increased costs or 4.2 capital or under Section 2.18 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which which, in any case, are not being incurred generally by the other Lenders, or (Ciii) delivered a notice pursuant to Section 4.3 2.16 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower Borrowers for reasons not generally applicable to the other Lenders or (D) has invoked Section 10.2; Lenders, then, in any such case, after engagement of one or more “Replacement Lenders” (as defined below) by the Borrower and/or the Administrative Agent, the Borrower Borrowers or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Borrowers and a copy to the Borrower Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements Assignments and Acceptances five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions ofof Section 9.3 which the Borrowers 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

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”"AFFECTED LENDER") shall have: (A) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (B) requested compensation from the Borrower under Sections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (C) delivered a notice pursuant to Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (D) has invoked Section 10.2; then, in any such case, after engagement of one or more “"Replacement Lenders” " (as defined below) by the Borrower and/or the Administrative Agent, the Borrower or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions ofof Section 13.3(A) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, L/C Drafts and unreimbursed drawings under Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with Section 13.3. The Administrative Agent is authorized (but not required) to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.15(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.15(C) in the event of any replacement of any Affected Lender under clause (B) or clause (C) of this Section 2.20; provided that upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15(E), 4.1, 4.2, 4.4, and 10.7 (with respect to all amounts arising under such Sections while such Lender was a party hereto), as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”"AFFECTED LENDER") shall have: (Ai) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section SECTION 2.3(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (Bii) requested compensation from the Borrower under Sections SECTIONS 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (Ciii) delivered a notice pursuant to Section SECTION 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (Div) has invoked Section SECTION 10.2; , then, in any such case, after engagement of one or more “Replacement Lenders” (as defined below) by the Borrower and/or the Administrative Agent, the Borrower or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable its best efforts to assign pursuant to one or more duly executed Assignment Agreements assignments and acceptances in substantially the form of EXHIBIT E within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions ofof SECTION 13.3(A) which the

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”"AFFECTED LENDER") shall have: (Ai) failed to fund its Pro Rata Revolving Share of any Advance requested by the applicable Borrower, or to fund a Revolving make payment in respect of any Alternate Currency Loan in order to repay Swing Line Loans purchased by such Lender pursuant to Section 2.3(DSECTION 2.21(E), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (Bii) requested compensation from the any Borrower under Sections SECTIONS 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other LendersLenders except as provided under any applicable Alternate Currency Addendum, or (Ciii) delivered a notice pursuant to Section SECTION 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Company for reasons not generally applicable to the other Lenders or (D) has invoked Section 10.2; Lenders, then, in any such case, after the engagement of one or more “"Replacement Lenders” " (as defined below) by the Borrower Company and/or the Administrative Agent, the Borrower Company or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions ofof SECTION 14.3(A) which the Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Alternate Currency Loans hereunder) in accordance with SECTION 14.3. The Administrative Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. With respect to such assignment the Affected Lender shall be entitled to receive, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under SECTIONS 2.15(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under SECTION 2.15(C) in the event of any replacement of any Affected Lender under CLAUSE (ii) or CLAUSE (iii) of this SECTION 2.20; provided that upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15(E), 4.1, 4.2, 4.4, and 11.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 12.8.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”"AFFECTED LENDER") shall have: (Ai) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been curedcured within five Business Days, (Bii) requested compensation from the Borrower under Sections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (Ciii) delivered a notice pursuant to Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (Div) has invoked Section 10.2; , then, in any such case, after engagement of one or more “Replacement Lenders” (as defined below) by the Borrower and/or the Administrative Agent, the Borrower or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable its best efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions ofof Section 13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”"AFFECTED LENDER") shall have: (Ai) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(D2.3(d), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (Bii) requested compensation from the Borrower under Sections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (Ciii) delivered a notice pursuant to Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (Div) has invoked Section 10.2; , then, in any such case, after engagement of one or more “Replacement Lenders” (as defined below) by the Borrower and/or the Administrative Agent, the Borrower or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable its best efforts to assign pursuant to one or more duly executed Assignment Agreements assignments and acceptances in substantially the form of Exhibit E five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions ofof Section 13.3(A) which the Borrower 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 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 hereunder) in accordance with Section 13.3. The Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”"AFFECTED LENDER") shall have: (Ai) failed to fund its Pro Rata Share of any Supplemental Advance requested by the Borrower, or to fund a Revolving Loan Supplemental Advance in order to repay Swing Line Loans pursuant to Section 2.3(D)Reimbursement Obligations, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (Bii) requested compensation from the Borrower under Sections SECTIONS 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (C) delivered a notice pursuant to Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (Diii) has invoked Section SECTION 10.2; , then, in any such case, after engagement of one or more “Replacement Lenders” (as defined below) by the Borrower and/or the Administrative Agent, the Borrower or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable its best efforts to assign pursuant to one or more duly executed Assignment Assignments Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions ofof SECTION 13.3(A) which the Borrower 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 Supplemental 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 hereunder) in accordance with SECTION 13.3. The Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under SECTIONS 2.15(E),

Replacement of Certain Lenders. In the event a Lender (“"Affected Lender”") shall have: (Ai) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(D), Borrower which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (Bii) requested compensation from the Borrower under Sections 2.15(E), 4.1 3.1 or 4.2 3.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (Ciii) delivered a notice pursuant to Section 4.3 3.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (Div) has invoked Section 10.2; 9.2, then, in any such case, after engagement of one or more “Replacement Lenders” (as defined below) by the Borrower and/or the Administrative Agent, the Borrower or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable its best efforts to assign pursuant to one or more duly executed Assignment Agreements assignment and acceptance agreements in substantially the form of Exhibit E five (5) Business Days after the date of such demand, to one or more financial institutions that comply which complies with the provisions ofof Section 12.3(A) (and, if selected by the Borrower is reasonably acceptable to the Agent) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("Replacement

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”"AFFECTED LENDER") shall have: (Ai) failed to fund its Applicable Pro Rata Share of any Advance requested by the applicable Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(D2.2(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (Bii) requested compensation from the any Borrower under Sections 2.15(E2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (Ciii) delivered a notice pursuant to Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the any Borrower for reasons not generally applicable to the other Lenders or (Div) has invoked Section 10.211.2; then, in any such case, after engagement of one or more “"Replacement Lenders” " (as defined below) by the Borrower Company and/or the Administrative Agent, the Borrower Company or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions ofof Section 14.3(A) which the Company 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

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”"AFFECTED LENDER") shall have: (Ai) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(DSECTION 2.2(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (Bii) requested compensation from the Borrower under Sections 2.15(ESECTIONS 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred requested generally by the other Lenders, (Ciii) delivered a notice pursuant to Section SECTION 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower for reasons not generally applicable to the other Lenders Lenders, (iv) invoked SECTION 10.2, or (Dv) failed to consent to a waiver or amendment hereto which has invoked Section 10.2; otherwise been consented to by the Required Lenders, then, in any such case, after engagement of one or more “Replacement Lenders” (as defined below) by the Borrower and/or the Administrative Agent, the Borrower or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions ofof SECTION 13.3(A) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all 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 13.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under SECTIONS 2.14(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 2.14(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under SECTION 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 Loans which are then outstanding with respect to which the Affected Lender failed to fund its Pro Rata Share and which failure has not been cured.

Replacement of Certain Lenders. In the event a Lender (an “Affected Lender”) shall have: (Ai) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund become a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been curedDefaulting Lender, (Bii) requested compensation from the Borrower under Sections 2.15(E)4.01, 4.1 4.02 or 4.2 4.05 to recover Indemnified Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (Ciii) delivered a notice pursuant to Section 4.3 4.03 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (Div) has invoked Section 10.2; 10.02, then, in any such case, after engagement of one or more “Replacement Lenders” (as defined below) by the Borrower and/or the Administrative Agent, the Borrower or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions ofof Section 13.03 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment and/or Term Loan Commitment, all 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

Replacement of Certain Lenders. In the event a Lender (“"Affected Lender”") shall have: (Ai) failed to fund its applicable Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(D)) or in respect of L/C Obligations, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (Bii) requested compensation from the Borrower under Sections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (Ciii) delivered a notice pursuant to Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (Div) has invoked Section 10.2; , then, in any such case, after engagement of one or more “Replacement Lenders” (as defined below) by the Borrower and/or the Administrative Agent, the Borrower or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable its best efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions ofof Section 13.3(A) which the Borrower 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 Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with Section 13.3. The Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.15(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.15(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.20; provided that upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 with respect to obligations of the Affected Lender which accrued but were not yet paid under Section 11.8 at the time of the assignment to the Replacement Lender. Upon the replacement of any Affected Lender pursuant to this Section 2.20, the provisions of Section 9.2 shall continue to apply with respect to Borrowings which are then outstanding with respect to which the Affected Lender failed to fund its applicable Pro Rata Share and which failure has not been cured.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”"AFFECTED LENDER") shall have: (Ai) failed to fund its Pro Rata Share of any Advance requested by the applicable Borrower, or to fund a Revolving make payment in respect of any Alternate Currency Loan in order to repay Swing Line Loans purchased by such Lender pursuant to Section 2.3(D2.21(E), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (Bii) requested compensation from the any Borrower under Sections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other LendersLenders except as provided under any applicable Alternate Currency Addendum, (Ciii) delivered a notice pursuant to Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Company for reasons not generally applicable to the other Lenders or (Div) has invoked Section 10.211.2; then, in any such case, after engagement of one or more “"Replacement Lenders” " (as defined below) by the Borrower Company and/or the Administrative Agent, the Borrower Company or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions ofof Section 14.3(A) which the Company 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

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”"AFFECTED LENDER") shall have: (Ai) failed to fund its Pro Rata Share of any Advance requested by the applicable Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (Bii) requested compensation from the any Borrower under Sections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (Ciii) delivered a notice pursuant to Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Company for reasons not generally applicable to the other Lenders or (Div) has invoked Section 10.211.2; then, in any such case, after engagement of one or more “"Replacement Lenders” " (as defined below) by the Borrower Company and/or the Administrative Agent, the Borrower Company or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions ofof Section 14.3(A) which the Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, and its obligation to participate in additional Swing Line Loans hereunder) in accordance with Section 14.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Company, 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 assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.15(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.15(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.20; provided that upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15(E), 4.1, 4.2, 4.4, and 11.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 12.8. Upon the replacement of any Affected Lender pursuant to this Section 2.20, the provisions of Section 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender failed to fund its Pro Rata Share and which failure has not been cured.

Replacement of Certain Lenders. In the event a Lender (“"Affected Lender”") shall have: (Ai) failed to fund its Pro Rata Share of any Advance Borrowing requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(D), Borrower which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (Bii) has requested compensation from the Borrower under Sections 2.15(E), 4.1 Section 2.10 or 4.2 2.11 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, or (Ciii) delivered a notice pursuant to Section 4.3 2.09(c)(i) claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (D) has invoked Section 10.2; Lenders, then, in any such case, after engagement of one or more “Replacement Lenders” (as defined below) by the Borrower and/or the Administrative Agent, the Borrower or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements and Acceptances five (5) Business Days after the date of such demand, to one or more financial institutions that comply which complies with the provisions ofof Section 11.02) (and, if selected by the Borrower is reasonably acceptable to the Agent) which the Borrower 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 and Revolving Credit Exposure) in accordance with Section 11.02. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”"AFFECTED LENDER") shall have: (Ai) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(D), Borrower which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (Bii) requested compensation from the Borrower under Sections SECTIONS 2.15(E), 4.1 3.1 or 4.2 3.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (Ciii) delivered a notice pursuant to Section 4.3 SECTION 3.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (Div) has invoked Section 10.2; SECTION 9.2, then, in any such case, after engagement of one or more “Replacement Lenders” (as defined below) by the Borrower and/or the Administrative Agent, the Borrower or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable its best efforts to assign pursuant to one or more duly executed Assignment Agreements Assignments in substantially the form of EXHIBIT F five (5) Business Days after the date of such demand, to one or more financial institutions that comply which complies with the provisions ofof SECTION 12.3(A) (and, if selected by the Borrower is reasonably acceptable to the Agent) which the Borrower 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 Revolving Loan Commitment, its Acquisition Loan Commitment, all Loans

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”"AFFECTED LENDER") shall have: (Ai) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(D)or Reimbursement Obligations, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (Bii) requested compensation from the Borrower under Sections 2.15(E)SECTIONS 4.1, 4.1 4.2 or 4.2 4.5 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the any other LendersLender, (Ciii) delivered a notice pursuant to Section SECTION 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (Div) has invoked Section SECTION 10.2; , then, in any such case, after engagement of one or more “Replacement Lenders” (as defined below) by the Borrower and/or the Administrative Agent, the Borrower or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions ofof SECTION 13.3 which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”) shall have: have (Aa) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund become a Revolving Loan in order to repay Swing Line Loans pursuant to Defaulting Lender under Section 2.3(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured2.15, (Bb) requested compensation from the a Borrower under Sections 2.15(E), 4.1 Section 2.12 with respect to Taxes or 4.2 to recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which which, in any case, are not being incurred generally by the other Lenders, or (Cc) delivered a notice pursuant to Section 4.3 2.10(d) claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans Advances to the a Borrower for reasons not generally applicable to the other Lenders or Lenders, then (D1) has invoked the Applicable Borrower may prepay the outstanding principal amount of such Affected Lender’s Advances in whole (together with accrued interest to the date thereof on the principal amount prepaid) pursuant to Section 10.2; then, in any such case, after engagement 2.06 and reduce the Commitment of one or more “Replacement Lenders” (as defined below) by the Borrower and/or the Administrative Agent, the Borrower or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender to zero (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assignunless, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements within five (5) Business Days after receipt by the date Affected Lender of notice from the Applicable Borrower that the Applicable Borrower intends to prepay and reduce the Commitment of the Affected Lender to zero, in the event that such demandLender is an Affected Lender pursuant to (i) clause (a) above, to one such Lender no longer is a Defaulting Lender, (ii) clause (b) above, such Lender withdraws the request for compensation as set forth in clause (b) above or more financial institutions that comply with the provisions of(iii) clause

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”"AFFECTED LENDER") shall have: (Ai) failed to fund its Revolving Loan Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(DSECTION 2.3(d), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (Bii) requested compensation from the Borrower under Sections 2.15(ESECTIONS 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (Ciii) delivered a notice pursuant to Section SECTION 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (Div) has invoked Section SECTION 10.2; , then, in any such case, after engagement of one or more “Replacement Lenders” (as defined below) by the Borrower and/or the Administrative Agent, the Borrower or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions ofinstitutions

Replacement of Certain Lenders. In (a) Provided that no Default shall have occurred and be continuing, the event a Company may, at any time, replace any Lender (“Affected Lender”i) shall have: (A) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(D), which such Lender is obligated to fund under the terms of this Agreement and which failure that has not been cured, (B) requested compensation from the Borrower under Sections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (C) delivered a notice Company pursuant to Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders 5.01 or 5.06 hereof or (Dii) that has invoked given the Company the notice contemplated by Section 10.2; then5.03 hereof or (iii) which is not a U.S. Person and as to which the Company is obligated to make payments under Section 5.07 hereof, in any such case, after engagement of one or more “Replacement Lenders” (as defined below) by the Borrower and/or the Administrative Agent, the Borrower or the Administrative Agent may (but shall giving not be obligated to) make written demand on such Affected Lender (with a copy less than ten Business Days' prior notice to the Administrative Agent in the case of a demand by the Borrower and a copy (which shall promptly notify such Lender), that it intends to the Borrower in the case of a demand by the Administrative Agent) for the Affected replace such Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to with one or more duly executed Assignment Agreements five banks or other financial institutions (5including, but not limited to, any other Lender under this Agreement) Business Days after selected by the Company that (a) have agreed to replace such Lender as provided in this Section 5.08 and (b) are reasonably acceptable to the Administrative Agent (the Administrative Agent agreeing not to unreasonably delay notifying the Company whether a proposed replacement lender is acceptable). Upon the effective date of any replacement under this Section 5.08 and as a condition to such demandreplacement, the replacement lender or lenders shall pay to one or more financial institutions that comply with the provisions ofLender being replaced the principal of the Loans held by such Lender and the Company shall pay to such Lender all accrued interest on such Loans and all other amounts owing to such Lender hereunder (including any amounts payable under Section 5.05 hereof as if such Loans were being prepaid by the Company), whereupon each such replacement bank (if not already a Lender) shall become a "Lender" for all purposes of this Agreement.

Replacement of Certain Lenders. In the event a Lender (“Affected Lender”"AFFECTED LENDER") shall have: (Ai) failed to fund its Pro Rata Share of any Advance requested by the a Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(D2.2(D), or to make payment in respect of any Alternate Currency Loan purchased by such Lender pursuant to Section 2.20(E), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (Bii) requested compensation from the a Borrower under Sections 2.15(E2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other LendersLenders except as provided under any applicable Alternate Currency Addendum, (Ciii) delivered a notice pursuant to Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or Lenders, (Div) has invoked Section 10.2; , or (v) has failed to consent to a waiver or amendment hereto which has otherwise been consented to by the Required Lenders, then, in any such case, after engagement of one or more “Replacement Lenders” (as defined below) by the Borrower and/or the Administrative Agent, the Borrower or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions ofuse

Replacement of Certain Lenders. In the event If a Lender (“"Affected Lender”") shall have: have (Ai) failed defaulted with respect to fund any of its Pro Rata Share of any Advance requested by other obligations to the BorrowerAgents, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to Section 2.3(D)any other Lender, and which such Lender is obligated to fund under the terms of this Agreement and which failure or other default has not been cured, (Bii) requested compensation from the Borrower under Sections 2.15(E), 4.1 or 4.2 SECTION 8.05 to recover Taxes, Other Taxes or other additional increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other LendersLenders (or their respective parents or holding companies), or (Ciii) delivered (or its respective parents or holding companies shall have delivered) a notice pursuant to Section 4.3 ARTICLE 8 claiming that such Lender (or its affiliate) is unable to extend Eurodollar Rate Loans the Euro-Dollar Loan to the Borrower for reasons not generally applicable to the other Lenders or (D) has invoked Section 10.2; Lenders, then, in any such casecase and in addition to any other rights and remedies that any Agent, after engagement of one any other Lender or more “Replacement Lenders” (as defined below) by the Borrower and/or the Administrative Agentmay have against such Affected Lender, the Borrower or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements and Acceptances within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions ofLenders willing to accept such assignment or