Common use of Replacement of Lender Clause in Contracts

Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if any Lender is a Defaulting Lender (any such Lender, an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to receives notice from any Lender requesting increased costs or if any Lender’s obligation to make additional amounts under Section 4.3 or continue4.6, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if (b) any Lender is affected in the manner described in Section 4.1 or (c) a Lender becomes a Defaulting Lender (any such Lender, an “Affected Lender”)then in each case, the Borrower may electshall have the right, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender so long as a Lender party to this Agreement, provided that, no Default or Unmatured Event of Default shall have occurred and be continuing and unless, in the case of clause (a) above, such Lender has removed or cured the conditions which resulted in the obligation to pay such increased costs or additional amounts or agreed to waive and otherwise forego any right it may have to any payments provided for under Section 4.3 or 4.6 in respect of such conditions, to replace in its entirety such Lender (the “Replaced Lender”), upon prior written notice to the Administrative Agent and such Replaced Lender, with one or more other Eligible Assignee(s) (collectively, the “Replacement Lender”) acceptable to the Administrative Agent and the Issuer (which acceptance, in each case, shall not be unreasonably withheld); provided, however, that, at the time of such replacementany replacement pursuant to this Section 4.4, the Replaced Lender and the Replacement Lender shall enter into (each Replaced Lender hereby unconditionally agreeing to enter into) one or more Lender Assignment Agreements (appropriately completed), pursuant to which (A) the Replacement Lender shall acquire all of the Commitments and outstanding Revolving Loans of, and provided further thatparticipations in Letter of Credit Outstandings of, concurrently with such replacementthe Replaced Lender and, in connection therewith, shall pay (ix) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due Replaced Lender in respect thereof an amount equal to the Affected sum of (1) an amount equal to the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Replaced Lender and (2) an amount equal to all accrued but theretofore unpaid fees owing to the Replaced Lender pursuant to Section 3.4 and (y) to the Issuer, an Assignment Agreement (and a Defaulting Lender shall be deemed amount equal to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations any portion of the Affected Replaced Lender’s funding of an unpaid drawing under a Letter of Credit as to which the Replaced Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, is then in default; and (iiB) the Borrower shall pay to such Affected the Replaced Lender in same day funds on the day of such replacement (A) all interest, fees and any other amounts then payable to the Replaced Lender under this Agreement (including amounts payable under Sections 4.3, 4.5 and 4.6 which have accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of terminationsuch replacement). Upon the execution of the Lender Assignment Agreement(s), including without limitation payments due the payment to the Administrative Agent of the processing fee referred to in clause (a) of Section 10.9.1, the payment of the amounts referred to in the preceding sentence and, if so requested by the Replacement Lender in accordance with clause (b) of Section 10.9.1, delivery to the Replacement Lender of a Revolving Note executed by the Borrower, the Replacement Lender shall automatically become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Affected Replaced Lender. It is understood and agreed that if any Replaced Lender under Sections 3.1shall fail to enter into a Lender Assignment Agreement in accordance with the foregoing, 3.2 and 3.5, and (B) an amount, if any, equal it shall be deemed to the payment which would have been due to entered into such a Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement LenderAssignment Agreement.

Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or Lender, if any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, Eurodollar Eurocurrency Advances shall be is suspended pursuant to Section 3.3 3.2(b) or 3.3, or if any Lender is declines to approve an amendment or waiver approved by the Required Lenders but that otherwise requires unanimous consent of the Lenders, or if any Lender becomes a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower may elect, upon such default or declination or if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement; provided, that the Borrower shall have elected to replace such Lender within 90 days of the date of the occurrence of the event or circumstance that gives rise to the right of the Borrower to elect to replace such Lender; provided thatfurther, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which that is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and assignment substantially in the form of Exhibit B, to become a Lender for all purposes under this Agreement and Agreement, to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which that would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If the Borrower is required Company receives a notice of amounts due pursuant to Section 3.1subsection 2.7A, 3.2 subsection 2.7B or 3.5 to make any additional payment to any subsection 2.7C or subsection 3.6 from a Lender or if any a Lender becomes an Affected Lender’s obligation to make , a Non-Funding Lender or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if any Lender is a Defaulting Non-Consenting Lender (any such Lender, an “Affected a "Subject Lender”"), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender so long as a Lender party to this Agreement, provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) Company has obtained a commitment from another bank Lender or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, an Eligible Assignee to purchase for cash at par the Advances Subject Lender's Loans and assume the Subject Lender's Commitments and all other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Subject Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignmentshereunder, and (ii) the Borrower shall pay such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Affected Issuing Lender in same day funds on (such as a "back-to-back" letter of credit) are made, it being understood that a Standby Letter of Credit issued hereunder shall constitute such an arrangement acceptable to such Issuing Lender) upon written notice to the day Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender or Eligible Assignee pursuant to the provisions of subsection 10.1B; PROVIDED that, prior to or concurrently with such replacement (Ai) Company has paid to the Lender giving such notice all amounts under subsections 2.6D, 2.7 (if applicable) and 3.6 (if applicable) through such date of replacement, (ii) Company or the applicable assignee has paid to Administrative Agent the processing fee required to be paid by subsection 10.1B(i) and (iii) all interestof the requirements for such assignment contained in subsection 10.1B, fees including, without limitation, the consent of Agents (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of terminationsupporting documents, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lenderfulfilled.

Replacement of Lender. If the (a) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or if any Governmental Authority for the account of any Lender, (b) any Lender’s obligation to make or continue, or to convert Floating Alternate Base Rate Advances into, Eurodollar Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any such LenderLender so affected, an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 12.2 applicable to assignments, and (ii) the Borrower Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (i) the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if 3.3, (ii) any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other Person having similar powers, (iii) any Lender refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement requiring the consent of all Lenders (or all affected Lenders) pursuant to Section 8.2 and the same have been approved by the Required Lenders, or (iv) any Lender defaults on its obligation to make available its Pro Rata Share of any Advance or to fund its Pro Rata Share of any unreimbursed payment as required by this Agreement (or such Lender has notified the Borrower and the Agent in writing that it does not intend to comply with is a Defaulting Lender obligations under this Agreement) (any such Lender, Lender in clauses (i) through (iv) above being an “Affected Lender”), the Borrower may elect, if such amounts continue elect to be charged terminate or such suspension is still effective, to replace the Commitment of such Affected Lender as a Lender party to this AgreementLender, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement unless the same shall be waived in connection with such termination or replacement, and provided further that, concurrently with such termination or replacement, (ia) if the Affected Lender is being replaced, another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Outstanding Credit Exposure of such Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the such Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, (b) in the case of replacement, the replacement Lender shall pay to the Affected Lender an amount equal to the sum of (1) an amount equal to the principal of, and all accrued interest on, all Outstanding Credit Exposure of such Affected Lender and (ii2) an amount equal to all accrued but unpaid fees owing to such Affected Lender under this Agreement, and, to the extent not paid by the purchasing Lender, the Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (Ax) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (By) an amount, if any, equal to the payment which would have been due to such Affected Lender on the day of such replacement under Section 3.4 had the Revolving Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the purchasing Lender, and (c) if the Affected Lender is being terminated, the Borrower shall pay to such Affected Lender an amount equal to the sum of (1) an amount equal to the principal of, and all accrued interest to an including the date of termination on, all Outstanding Credit Exposure of such Affected Lender plus (2) an amount equal to all accrued but unpaid fees to an including the date of termination owing to such Affected Lender under this Agreement plus (3) all amounts due to such Affected Lender under Sections 3.1, 3.2 and 3.5 and any amount due to such Affected Lender under Section 3.4.

Replacement of Lender. If the (a) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or if any Governmental Authority for the account of any Lender, (b) any Lender’s obligation to make or continue, or to convert Floating Alternate Base Rate Advances into, Eurodollar Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any such LenderLender so affected, an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 12.2 applicable to assignments, and (ii) the Borrower Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender. 2.21.

Replacement of Lender. If the a Borrower is required pursuant to Section 3.1, 3.2 3.2, 3.5 or 3.5 3.6 to make any additional or increased payment to any Lender or Lender, if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if any Lender is becomes a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower Company may elect, if such amounts continue to be charged or charged, such suspension is still effectiveeffective or such Lender remains a Defaulting Lender, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and Company, the Agent and (if such Affected Lender is a Revolving Lender) JPMorgan in its capacity as LC Issuer shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower Borrowers shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.5 and 3.53.6, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If the any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s 's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 3.3, or if any Lender is shall become a Defaulting Lender (any such Lender, Lender so affected an “"Affected Lender”"), the Borrower Company may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower Company and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower Borrowers shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Administrative Agent or any other Lender.

Replacement of Lender. If the Borrower is required pursuant obligated to Section 3.1, 3.2 or 3.5 to make any additional payment pay to any Lender any amount under Section 3.6 or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if any Lender is a Defaulting Lender (any such Lender, an “Affected Lender”)3.10, the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacementright within 90 days thereafter, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply in accordance with the requirements of Section 12.3 applicable 11.7(b), if no Default or Event of Default shall exist, to assignmentsreplace such Lender (the “Replaced Lender”) with one or more other assignees (each a “Replacement Lender”), reasonably acceptable to the Swing Line Lender and the Issuer, provided that (i) at the time of any replacement pursuant to this Section, the Replacement Lender shall enter into one or more Assignment and Acceptance Agreements pursuant to Section 11.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment, the outstanding Loans, the Swing Line Exposure and the Letter of Credit Exposure of the Replaced Lender and, in connection therewith, shall pay the following: (a) to the Replaced Lender, an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans and Swing Line Participation Amounts of the Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, (b) to the Issuer, an amount equal to such Replaced Lender’s Commitment Percentage of all drawings (which at such time remain unpaid drawings) to the extent such amount was not funded by such Replaced Lender, (c) to the Swing Line Lender, an amount equal to such Replaced Lender’s Commitment Percentage of any Mandatory Borrowing to the extent such amount was not funded by such Replaced Lender, and (d) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or the Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall pay be paid in full to such Affected Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to in same day funds on the day of such replacement clauses (Ai) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (Bii) an amountof this Section 3.13, if anythe Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, equal except with respect to indemnification provisions under this Agreement that are intended to survive the payment which would have been due to such Lender on termination of the day Commitments and the repayment of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement LenderLoans.

Replacement of Lender. If the Borrower is Borrowers are required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, Eurodollar into Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuer pursuant to Section 2.19.5 or the Swing Line Lender pursuant to Section 2.4.4 or declines to approve an amendment or waiver that is approved by the Required Lenders or otherwise becomes a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower Company may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, ; provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, ; and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower Company and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower Borrowers shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to receives notice from any Lender requesting increased costs or if any Lender’s obligation to make additional amounts under Section 4.3 or continue4.6, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if (b) any Lender is affected in the manner described in Section 4.1 or (c) a Lender becomes a Defaulting Lender (any such Lender, an “Affected Lender”)then in each case, the Borrower may electshall have the right, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender so long as a Lender party to this Agreement, provided that, no Default or Unmatured Event of Default shall have occurred and be continuing and unless, in the case of clause (a) above, such Lender has removed or cured the conditions which resulted in the obligation to pay such increased costs or additional amounts or agreed to waive and otherwise forego any right it may have to any payments provided for under Section 4.3 or 4.6 in respect of such conditions, to replace in its entirety such Lender (the “Replaced Lender”), upon prior written notice to the Administrative Agent and such Replaced Lender, with one or more other Eligible Assignee(s) (collectively, the “Replacement Lender”) acceptable to the Administrative Agent and the Issuer (which acceptance, in each case, shall not be unreasonably withheld); provided, however, that, at the time of such replacementany replacement pursuant to this Section 4.4, the Replaced Lender and the Replacement Lender shall enter into (each Replaced Lender hereby unconditionally agreeing to enter into) one or more Lender Assignment Agreements (appropriately completed), pursuant to which (A) the Replacement Lender shall acquire all of the Commitments and outstanding Loans of, and provided further thatparticipations in Letter of Credit Outstandings of, concurrently with such replacementthe Replaced Lender and, in connection therewith, shall pay (ix) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due Replaced Lender in respect thereof an amount equal to the Affected sum of (1) an amount equal to the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Replaced Lender and (2) an amount equal to all accrued but theretofore unpaid fees owing to the Replaced Lender pursuant to Section 3.4, (y) to the Issuer, an Assignment Agreement (and a Defaulting Lender shall be deemed amount equal to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations any portion of the Affected Replaced Lender’s funding of an unpaid drawing under a Letter of Credit as to which the Replaced Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, is then in default; and (iiz) to the Swingline Lender, an amount equal to any portion of the Replaced Lender’s obligations under Section 2.9 which has not been satisfied by such Replaced Lender; and (B) the Borrower shall pay to such Affected the Replaced Lender in same day funds on the day of such replacement (A) all interest, fees and any other amounts then payable to the Replaced Lender under this Agreement (including amounts payable under Sections 4.3, 4.5 and 4.6 which have accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of terminationsuch replacement). Upon the execution of the Lender Assignment Agreement(s), including without limitation payments due the payment to the Administrative Agent of the processing fee referred to in clause (a) of Section 10.9.1, the payment of the amounts referred to in the preceding sentence and, if so requested by the Replacement Lender in accordance with clause (b) of Section 10.9.1, delivery to the Replacement Lender of a Revolving Note executed by the Borrower, the Replacement Lender shall automatically become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Affected Replaced Lender. It is understood and agreed that if any Replaced Lender under Sections 3.1shall fail to enter into a Lender Assignment Agreement in accordance with the foregoing, 3.2 and 3.5, and (B) an amount, if any, equal it shall be deemed to the payment which would have been due to entered into such a Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement LenderAssignment Agreement.

Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or or, if and for so long as (and solely with respect to) any Lender is a Defaulting Lender (any in each of the foregoing cases, such Lender, affected Lender being an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or charged, such suspension is still effectiveeffective or such Lender continues to be a Defaulting Lender, to replace such Affected Lender as a Lender party to this Agreement, ; provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations Loans due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) other than with respect to the replacement of a Defaulting Lender, an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the purchasing lender.

Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if any Lender is a Defaulting Lender (any such Lender, an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank any Lender requests, or other entity which is reasonably satisfactory provides notice to the Borrower and the Agent shall agreethat it intends to request, as of such datecompensation under Section 2.12, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall is required to pay any additional amount to any Lender or any governmental authority for the account of any Lender pursuant to Section 2.15, (iii) any Lender becomes a Defaulting Lender or (iv) any Lender becomes a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Affected Lender and the Agent, require such Lender to assign and delegate, without recourse (in same day funds on accordance with and subject to the day of restrictions contained in Section 8.07), all its interests, rights and obligations under this Agreement to an assignee that shall assume such replacement obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including shall have received the date prior written consent of terminationthe Agent, including without limitation payments due to such Affected Lender under Sections 3.1which consent, 3.2 and 3.5in each case, and shall not unreasonably be withheld or delayed, (B) such Lender shall have received payment of an amount, if any, amount equal to the payment which would have been due outstanding principal amount of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal, funded participations and accrued interest and fees) or the Borrower (in the case of all other amounts), (C) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.15, such assignment will result in a material reduction in such compensation or payments and (D) in the case of any such assignment resulting from the status of such Lender on as a Non-Consenting Lender, such assignment, together with any assignments by other Non-Consenting Lenders, will enable the day Borrower to obtain sufficient consents to cause the applicable amendment, modification or waiver to become effective. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such replacement under Section 3.4 had Lender or otherwise, the Loans of circumstances entitling the Borrower to require such Affected Lender been prepaid on such date rather than sold assignment and delegation cease to the replacement Lenderapply.

Replacement of Lender. If the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, Eurodollar into Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuer pursuant to Section 2.19(e) or the Swing Line Lender pursuant to Section 2.4(d) or declines to approve an amendment or waiver that is approved by the Required Lenders or otherwise becomes a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If the (a) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or if any Governmental Authority for the account of any Lender, (b) any Lender’s obligation to make or continue, or to convert Floating Alternate Base Rate Advances into, Eurodollar Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any such LenderLender so affected, an “Affected Lender”), the Borrower ParentBorrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 12.2 applicable to assignments, and (ii) the Borrower Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If the (x) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if Lender, (y) any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 3.3, or if (z) any Lender is a Defaulting Lender (any such Lender, an “Affected Lender”), the Borrower Borrowers may elect, if (in the case of clause (x) or (y) above) such amounts continue to be charged or such suspension is still effective, to terminate or replace the Commitment of such Affected Lender (as a defined below), or if (I) any Lender party invokes Section 9.2 or (II) any Lender has advised that it will not consent to any waiver or amendment of this AgreementAgreement that requires the approval of all the Lenders and upon the replacement of any such non-consenting Lender such approval shall be obtained (any Lender subject to any of the foregoing clauses (x), (y), (z), (I) or (II) being an “Affected Lender”), the Borrowers may elect to replace the Commitment of such Affected Lender; provided that, in each of the foregoing cases that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is reasonably satisfactory to the Borrower Borrowers and the Agent shall agree, as of such date, to purchase for cash at face amount the Advances and other Obligations due to Outstanding Credit Exposure of the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) Assumption substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 12.1 applicable to assignments, and (ii) the each Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such termination or replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the such Borrower hereunder to and including the date of terminationsuch replacement, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the purchasing lender and (iii) if the Affected Lender is being terminated, each Borrower shall pay to such Affected Lender all Obligations due from such Borrower to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Affected Lender’s Advances and the amount of such Lender’s funded participations in unreimbursed LC Disbursements). Notwithstanding the foregoing, the Borrowers may not terminate the Commitment of an Affected Lender if, after giving effect to such termination, (x) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment, or (y) the Borrower Credit Exposure of any Borrower would exceed the Borrower Sublimit of such Borrower.

Replacement of Lender. If the Borrower is Borrowers are required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, Eurodollar into Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuer pursuant to Section 2.19.5 or the Swing Line Lender pursuant to Section 2.4.4 or declines to approve an amendment or waiver that is approved by the Required Lenders or otherwise becomes a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower Company may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, ; provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, ; and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower Company and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower Borrowers shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (i) the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if Lender, (ii) any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if 3.3, (iii) any Lender is shall default in its obligation to fund Loans hereunder, (iv) any Lender shall become insolvent or the subject of a Defaulting bankruptcy or insolvency proceeding or (v) any Lender shall fail to consent to a departure or waiver of any provision of the Loan Documents or fail to agree to any amendment thereto, which waiver, consent or amendment requires the consent of all Lenders or of all Lenders directly affected thereby and has been consented to by the Required Lenders (any such LenderLender described in clause (i), (ii), (iii), (iv) or (v) being an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, (a) elect to replace such Affected Lender as a Lender party to this Agreement, ; provided that, no Default or Unmatured Default that the Borrower shall have occurred and be continuing at the time of such replacement, and provided further that, right only if (A) concurrently with such replacement, (i1) another bank or other entity (other than a Disqualified Institution) which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances Loans and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit D and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 12.1 applicable to assignments, and (ii2) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (Ax) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (By) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans or other Obligations of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, (B) in the case of clause (i) or (ii) above, such additional payments continue to be required or such suspension is still effective and will be reduced or negated by such assignment and (C) in the case of clause (iv) above, the applicable Assignee shall have agreed to the applicable departure, waiver or amendment of the Loan Documents or (b) terminate all Commitments of such Affected Lender and repay all Obligations of the Borrower owing to such Lender as of such termination date (including any amounts owing pursuant to Section 3.4 as a result of such repayment).

Replacement of Lender. If the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, into Eurodollar Advances shall be suspended pursuant to Section 3.3 or if any Lender declines to approve an amendment or waiver that is approved by the Required Lenders or becomes a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower may elect, if any of such amounts continue to be charged issue or such suspension event is still effectivein effect, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, that concurrently with such replacement, (ia) another bank an Eligible Assignee (in each case, subject to any consent that would be required pursuant to Section 12.3(b) for an assignment to such Eligible Assignee) which does not suffer from and is not impacted by the issue or other entity which is reasonably satisfactory to event causing the Borrower and replacement of the Agent Affected Lender, shall agree, as of such date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (iib) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (Ai) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, but excluding any amount paid by the replacement lender under clause (a), and (Bii) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (w) any Lender requests compensation under Section 3.1, or if the Borrower is required pursuant to Section 3.1, 3.2 pay any Indemnified Taxes or 3.5 to make any additional payment amounts to any Lender or if any Governmental Authority for the account of any Lender pursuant to Section 3.5 and, in each case, such Lender has declined or is unable to promptly designate a different Lending Installation in accordance with Section 3.7 which would eliminate any further claims for such indemnity or compensation, (x) any Lender is a Defaulting Lender or a Non-Consenting Lender, (y) any Lender’s obligation to make or continue, or to convert Floating Rate or continue outstanding Loans or Advances into, as Eurodollar Loans or Eurodollar Advances shall be has been suspended pursuant to Section 3.3 3.3, and, in each such case, such Lender has declined or if is unable to promptly designate a different Lending Installation in accordance with Section 3.7 which would eliminate any further suspension or (z) in addition to the rights of the Borrower under Section 2.21, any Lender is a Defaulting Non-Extending Lender and the Required Lenders have approved the related Extension Request, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (any such in accordance with and subject to the restrictions contained in, and consents required by, Section 12.3 (which for the avoidance of doubt shall not include the consent of the affected Lender, an “Affected Lender”), the Borrower may electall of its interests, if such amounts continue rights (other than its existing rights to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender payments pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do soSection 3.1 or 3.5) and to become a Lender for all purposes obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume all such obligations of the Affected Lender to (which assignee may be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amountanother Lender, if any, equal to the payment which would have been due to a Lender accepts such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.assignment); provided that:

Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s 's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if any Lender is a Defaulting Lender (any such Lender, Lender so affected an “"Affected Lender”"), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if any Lender is a Defaulting Lender (any such Lender, an “Affected Lender”), the Borrower Borrower, at its sole expense and effort, upon notice to such Lender and the Agent, may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this AgreementAgreement (in accordance with and subject to the restrictions contained in Article XII), provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and Borrower, the Agent and LC Issuer shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such an Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to make any additional payment to any Lender or (b) if any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, Eurodollar into Eurocurrency Advances shall be suspended pursuant to Section 3.3 or (c) if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuers pursuant to Section 2.19(e) or the Swing Line Lender pursuant to Section 2.4(d) or (d) if any Lender declines to approve an amendment or waiver that is approved by the Required Lenders or (e) if any Lender otherwise becomes a Defaulting Lender (any such LenderLender so affected, an “Affected Lender”), the Borrower may elect, if the circumstances resulting in such amounts continue to be charged or such suspension is still effectiveLender being an Affected Lender continue, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower Borrower, the Administrative Agent and the Agent Swing Line Lender and which is either a Qualified Bank or reasonably satisfactory to each LC Issuer (a “Replacement Lender”) shall agree, as of such date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, ; and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender under Section 3.4 on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If the any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if (any Lender is a Defaulting Lender (any such Lender, so affected an “Affected Lender”), the Borrower Borrowers may elect, if such amounts continue to be charged or such suspension is still effective, to terminate or replace the Commitment of such Affected Lender as a Lender party to this AgreementLender, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is reasonably satisfactory to the Borrower Borrowers and the Agent shall agree, as of such date, to purchase for cash at face amount the Advances and other Obligations due to Revolving Credit Exposure of the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the each Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the such Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the purchasing lender and (iii) if the Affected Lender is being terminated, each Borrower shall pay to such Affected Lender all Obligations due from such Borrower to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Affected Xxxxxx’s Advances and the amount of such Xxxxxx’s funded participations in unreimbursed LC Disbursements). Notwithstanding the foregoing, the Borrowers may not terminate the Commitment of an Affected Lender if, after giving effect to such termination, (x) the Aggregate Revolving Credit Exposure would exceed the Aggregate Commitment, or (y) the Borrower Credit Exposure of any Borrower would exceed the Borrower Sublimit of such Borrower.

Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s 's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if (any Lender is a Defaulting Lender (any such Lender, so affected an “"Affected Lender”"), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to terminate or replace the Revolving Loan Commitment, Term Loan Commitment and Loans of such Affected Lender as a Lender party to this AgreementLender, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances Outstanding Revolving Credit Exposure and other Obligations due to Term Loans of the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the purchasing lender and (iii) if the Affected Lender is being terminated, the Borrower shall pay to such Affected Lender all Obligations due to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus, to the extent not paid by the replacement Lender, the outstanding principal balance of such Affected Lender's Credit Extensions).

Replacement of Lender. If (a) the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to make any additional payment to any Lender Lender, or (b) if any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, Eurodollar into Eurocurrency Advances shall be suspended pursuant to Section 3.3 3.3, or (c) if any Lender defaults in its obligation to make a Loan, or (in the case of a Revolving Lender) to reimburse the LC Issuers pursuant to Section 2.19(e), or (d) if any Lender declines to approve an amendment or waiver that is approved by the Required Lenders, or (e) if any Lender otherwise becomes a Defaulting Lender (any such LenderLender so affected, an “Affected Lender”), the Borrower may elect, if the circumstances resulting in such amounts continue to be charged or such suspension is still effectiveLender being an Affected Lender continue, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent and, if the Affected Lender is a Revolving Lender, which is either a Qualified Bank or reasonably satisfactory to each LC Issuer (a “Replacement Lender”), shall agree, as of such date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender (and a Term Lender and/or Revolving Lender, as applicable) for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, ; and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Affected Lender under Section 3.4 on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If The Borrower shall have the right, in its sole discretion, at any time and from time to time to terminate the Commitment of any Lender (an "Affected Lender"), in whole, upon at least thirty (30) days' prior notice to the Administrative Agent and such Lender, (a) if such Lender has failed or refused to make available the full amount of any Revolving Loan as required by its Commitment hereunder, or (b) if such Lender has demanded that the Borrower is required make any additional payment to such Lender pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender 3.5, or if any such Lender’s 's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be has been suspended pursuant to Section 3.3 or if any Lender is a Defaulting Lender (any such Lender, an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, 3.3; provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, to the extent applicable, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If the any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if (any Lender is a Defaulting Lender (any such Lender, so affected an “Affected Lender”), the Borrower Borrowers may elect, if such amounts continue to be charged or such suspension is still effective, to terminate or replace the Commitment of such Affected Lender as a Lender party to this AgreementLender, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is reasonably satisfactory to the Borrower Borrowers and the Agent shall agree, as of such date, to purchase for cash at face amount the Advances and other Obligations due to Revolving Credit Exposure of the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the each Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the such Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the purchasing lender and (iii) if the Affected Lender is being terminated, each Borrower shall pay to such Affected Lender all Obligations due from such Borrower to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Affected Lender’s Advances and the amount of such Lender’s funded participations in unreimbursed LC Disbursements). Notwithstanding the foregoing, the Borrowers may not terminate the Commitment of an Affected Lender if, after giving effect to such termination, (x) the Aggregate Revolving Credit Exposure would exceed the Aggregate Commitment, or (y) the Borrower Credit Exposure of any Borrower would exceed the Borrower Sublimit of such Borrower.

Replacement of Lender. If (i) the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if 3.3, (ii) any Lender is refuses to consent to certain proposed amendments, modifications, waivers, discharges or terminations with respect to this Agreement that require the consent of all Lenders (or all affected Lenders) pursuant to Section 8.2 and the same have been approved by the Required Lenders or (iii) any Lender becomes a Defaulting Lender or becomes subject to the penultimate paragraph of Section 2.21 (any such LenderLender described in clause (i), clause (ii) or clause (iii) being an “Affected Lender”), the Borrower may elect, if such amounts continue elect to be charged terminate or such suspension is still effective, to replace the Revolving Loan Commitment of such Affected Lender as a Lender party to this AgreementLender, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to Outstanding Credit Exposure of the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the purchasing lender and (iii) if the Affected Lender is being terminated, the Borrower shall pay to such Affected Lender all Obligations due to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Affected Lender’s Credit Extensions).

Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar continue Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuer pursuant to Section 2.19(e) or declines to approve an amendment or waiver that is approved by the Required Lenders or otherwise becomes a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effectiveeffective or such default continues to exist, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances Loans and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit J and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (Aa) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, plus any assignment fees specified in Section 12.3(c), and (Bb) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender. If the Borrower is entitled to elect the replacement of an Affected Lender with another Lender as a party to this Agreement because the Affected Lender has failed or refused to consent to an amendment or waiver that is required to be approved by the Required Lenders or all Lenders, the replacement Lender must have so consented to the amendment or waiver that the Affected Lender failed or refused to approve.

Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if any Lender is a Defaulting Lender (any such Lender, an “Affected Lender”), the Borrower Borrower, at its sole expense and effort, upon notice to such Lender and the Agent, may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this AgreementAgreement (in accordance with and subject to the restrictions contained in Article XII), provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, ; and provided further thatfurther, that concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and Borrower, the Agent and LC Issuer shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such an Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If Borrower, as a result of the Borrower is required pursuant to requirements --------------------- of any of Section 3.12.12, 3.2 Section 2.14(a) or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continueSection 2.14(b), or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant required to Section 3.3 or if ------------ --------------- --------------- pay any Lender is a Defaulting particular Lender (any an "AFFECTED LENDER") the additional amounts referred --------------- to in such Section, which costs are not imposed by the other Lenders, and such additional amounts are material, then Borrower shall be entitled to find a replacement Lender, an “Affected Lender”), reasonably acceptable to the Borrower may elect, if Administrative Agent and the Requisite Lenders (such amounts continue consent to such replacement Lender not to be charged or such suspension is still effectiveunreasonably withheld), to replace such the Affected Lender. The Affected Lender as a Lender party to this Agreement, provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent replacement Lender shall agree, as execute an Assignment Agreement with respect to all of such date, to purchase for cash the Advances Affected Lender's Commitments and other Obligations due all Loans owing to the Affected Lender and comply with the other provisions of Section 11.06. Upon the payment by the ------------- replacement Lender to the Affected Lender of the then outstanding principal amount of Loans owing to the Affected Lender, together with accrued interest thereon, and the payment by Borrower to the Affected Lender of any compensation required with respect to LIBOR Loans pursuant to an Assignment Agreement (and a Defaulting Section 2.07(e), the --------------- replacement Lender shall be deemed succeed to have executed all of the Affected Lender's rights and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes obligations under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement LenderLoan Documents.

Replacement of Lender. If (a) the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to make any additional payment to any Lender or (b) if any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, Eurodollar into Eurocurrency Advances shall be suspended pursuant to Section 3.3 or (c) if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuers pursuant to Section 2.19(e) or (d) if any Lender declines to approve an amendment or waiver that is approved by the Required Lenders or (e) if any Lender is a Declining Lender or (f) if any Lender otherwise becomes a Defaulting Lender (any such LenderLender so affected, an “Affected Lender”), the Borrower may elect, if the circumstances resulting in such amounts continue to be charged or such suspension is still effectiveLender being an Affected Lender continue, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower Borrower, the Co-Administrative Agents and the Agent which is either a Qualified Bank or reasonably satisfactory to each LC Issuer (a “Replacement Lender”) shall agree, as of such date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and ; (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender under Section 3.4 on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender; and (iii) in the case of an assignment by a Declining Lender under this Section 2.20, the Replacement Lender that is the assignee of the Declining Lender shall agree at the time of such assignment to the extension to the Extension Date of the Facility Termination Date, which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrower and the Designated Agent.

Replacement of Lender. If the (a) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or if any Governmental Authority for the account of any Lender, (b) any Lender’s obligation to make or continue, or to convert Floating Alternate Base Rate Advances into, Eurodollar Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any such LenderLender so affected, an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 12.2 applicable to assignments, and (ii) the Borrower Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If the Borrower is required pursuant to Section 3.13.2, 3.2 3.3 or 3.5 3.4 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 3.1, or if any Lender does not approve or consent to a proposed change, waiver, discharge or termination pursuant to Section 8.2.1 or an Extension Request pursuant to Section 2.21 when Lenders constituting the Required Lenders are approving such proposed change, waiver, discharge or termination pursuant to Section 8.2.1 or Extension Request, as applicable, or if any Lender is a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, elect to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 12.1 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.13.2, 3.2 3.3 and 3.53.4, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 3.3 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If any Lender requests compensation under Section 2.12, or if the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make pay any additional payment amount to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended Governmental Authority for the account of any Lender pursuant to Section 3.3 2.14, or if any Lender is a Defaulting Lender (any such Lender, or if any Lender is a Non-Consenting Lender, then the Borrower may, at its sole expense (including the processing and recording fee contemplated by Section 9.4(2)) and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.4), all its interests, rights and obligations under this Agreement to an “Affected assignee that shall assume such obligations (which assignee may be, another Lender”, if a Lender accepts such assignment); provided that (a) if such assignee is not otherwise a Lender, the Borrower may electshall have received the prior written consent of the Administrative Agent and the Issuing Bank, if which consent shall not unreasonably be withheld, (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts continue payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), and (c) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be charged made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such suspension is still effectiveassignment and delegation if, to replace such Affected Lender prior thereto, as a result of a waiver by such Lender party to this Agreementor otherwise, provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to circumstances entitling the Borrower to require such assignment and the Agent shall agree, as of such date, delegation cease to purchase for cash the Advances and other Obligations due to the Affected apply. In connection with any assignment by a Defaulting Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii2.17(2) the Borrower shall not be required to pay to such Affected Defaulting Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid any amount otherwise required pursuant to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.2.13. Tahoe Resources Inc. - Credit Agreement

Replacement of Lender. If (a) the Borrower is required pursuant to Section 3.13.01, 3.2 3.02 or 3.5 3.05 to make any additional payment to any Lender or if Lender, (b) any Lender’s obligation to make or continue, or to convert Floating Alternate Base Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 3.03, or if (c) any Lender is a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effectiveeffective or such Lender continues to be a Defaulting Lender, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 12.03 applicable to assignments, and (ii) the Borrower and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1Section 3.01, 3.2 3.02 and 3.53.05, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 3.04 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender. For purposes hereof, “Defaulting Lender” means a Lender that has (i) defaulted in its obligation to fund any Loan within one Business Day after the date required to be funded by it or (ii) has (or whose parent company has) become the subject of a bankruptcy or insolvency proceeding or has had a receiver or conservator appointed with respect to such Lender (or such Lender’s parent company) at the direction or request of any regulatory agency or authority (or similar regulatory action has been taken with respect to such Lender or parent company of such Lender, provided that a Lender shall not become a Defaulting Lender solely as a result of either (1) the acquisition or maintenance of an ownership interest in such Lender or a Person controlling such Lender by a Governmental Authority or an instrumentality thereof or (2) the exercise of control over such Lender or Person controlling such Lender by a Governmental Authority or an instrumentality thereof incident to such ownership interest.

Replacement of Lender. If the (a) either Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if Lender, (b) any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if 3.3, (c) any Lender is a Declining Lender, (d) any Lender is a Defaulting Lender or has a direct or indirect parent company that is the subject of a Bankruptcy Event, (e) any Lender invokes Section 9.2 or (f) any Lender has advised that it will not consent to any waiver or amendment of this Agreement that requires the approval of all the Lenders or all affected Lenders and, upon the replacement of such non-consenting Lender, the Lender replacing such non-consenting Lender shall consent to any such waiver or amendment and such approval (as to all Lenders or as to all affected Lenders, as applicable) shall be obtained (any such LenderLender subject to any of the foregoing clauses (a), (b), (c), (d), (e) or (f) being an “Affected Lender”), the Borrower Borrowers may electelect (i) in the case of the foregoing clauses (a), (b), (c), (d) or (e) (but only if such amounts continue additional payment continues to be charged or required, such suspension is still continues to be effective, such Lender continues to be a Declining Lender, such Lender continues to be a Defaulting Lender or the direct or indirect parent company of such Lender continues to be the subject of a Bankruptcy Event or Section 9.2 continues to be invoked), to terminate the Commitment of such Affected Lender (without affecting the Commitments of the other Lenders), or (ii) in all cases, to replace such Affected Lender as a Lender party to this Agreementand its Commitment (including with one or more Lenders (which may be current Lenders) having lesser, equivalent or greater aggregate Commitments than those of the Affected Lenders being so replaced); provided thatthat (A) in the case of any termination of the Commitment of an Affected Lender, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacementtermination, (iB) another bank in the case of any replacement of an Affected Lender, one or more banks or other entity entities which is reasonably satisfactory to are approved by the Borrower and Borrowers, the Agent and each Issuing Bank (such approval not to be unreasonably withheld or delayed) shall agree, as of such date, to purchase for cash at face amount the Advances and other Obligations due to Outstanding Credit Exposure of the Affected Lender pursuant to an Assignment Agreement and Assumption substantially in the form of Exhibit C (and and, if not already a Defaulting Lender Lender, shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement Agreement) and to assume the Commitment and all obligations of the Affected Lender to be terminated as of the time of such date replacement and to comply with the requirements of Section 12.3 12.1 applicable to assignments, and (iiC) in the case of any termination or replacement of the Commitment of an Affected Lender, each Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such termination or replacement, to the extent not paid by a replacement Lender pursuant to the preceding clause (A) B), all principal, interest, fees and other amounts (other than unasserted contingent indemnity obligations) then outstanding or accrued but unpaid to for the account of such Affected Lender by to the extent constituting Obligations of such Borrower hereunder to and including the date of terminationhereunder, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) and, except in the case of a Defaulting Lender, an amount, if any, equal to the payment which would have been due to such Lender on the day of such termination or replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold pursuant to Section 2.8. Notwithstanding the replacement Lenderforegoing, the Borrowers may not terminate the Commitment of an Affected Lender if, after giving effect to such termination, (x) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment (as then in effect giving effect to any increases thereof effected in accordance with the terms hereof) or (y) the Borrower Credit Exposure of either Borrower would exceed the Borrower Sublimit of such Borrower, in each case, giving effect to all prepayments of the Obligations to be made in connection therewith.

Replacement of Lender. If The Borrowers shall have the Borrower is right, in their sole discretion, at any time and from time to time to terminate or replace the Commitment of any Lender (an “Affected Lender”), in whole, upon at least thirty (30) days’ prior notice to the Administrative Agent and such Lender, (a) if such Lender has failed or refused to make available the full amount of any Revolving Loans as required by its Commitment hereunder, (b) if such Lender has been merged or consolidated with, or transferred all or substantially all of its assets to, or otherwise been acquired by any other Person, or (c) if such Lender has demanded that the Borrowers make any additional payment to any Lender pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender 3.5, or if any such Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Eurocurrency Advances shall be has been suspended pursuant to Section 3.3 or if any Lender is a Defaulting Lender 3.3; provided, however that no such Commitment termination shall reduce the Aggregate Commitment by more than fifteen percent (any such Lender15%) thereof; provided, an “Affected Lender”)further, the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is reasonably satisfactory to the Borrower Borrowers and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 13.3 applicable to assignments, and (ii) the Borrower Borrowers shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, to the extent applicable, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, and (iii) if the Affected Lender is being terminated, the Borrowers shall pay to such Affected Lender all Obligations due to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Affected Lender’s Credit Extensions).

Replacement of Lender. If the any Lender requests compensation under Section 3.1 or Section 3.2, or if any 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 3.5, or if any Lender becomes Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.01), all its interests, rights (other than its existing rights to payments pursuant to Sections 3.1, 3.2 or 3.5 3.5) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Swingline Lender and the LC Issuer), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in a payment made by the LC Issuer pursuant to a Facility LC and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.1 or 3.2 or payments required to be made pursuant to Section 3.5, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any additional payment to any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if any Lender is a Defaulting Lender (any such Lender, an “Affected Lender”)otherwise, the Borrower may elect, if circumstances entitling the Borrowers to require such amounts continue assignment and delegation cease to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lenderapply.

Replacement of Lender. If (a) the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional or increased payment to any Lender or Lender, (b) if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if 3.3, (c) any Lender is refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement requiring the consent of all Lenders (or all affected Lenders) pursuant to Section 8.2 and the same have been approved by the Required Lenders, or (d) any Lender becomes a Defaulting Lender (any such Lender, Lender in clauses (a) through (d) above being an “Affected Lender”), ) the Borrower may elect, if such amounts continue to be charged or such suspension is still effectiveeffective or such Lender remains a Defaulting Lender, to replace the Commitments of such Affected Lender as a Lender party to this AgreementLender, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided that any assignment resulting from a claim for compensation for payments under Section 3.5 will result in a reduction in such compensation or payments thereafter, and provided, further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent and the LC Issuers shall agree, as of such date, to purchase for cash the Advances outstanding Term Loans and other Obligations due to the Outstanding Revolving Credit Exposure of the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) substantially in the form of Exhibit B and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated replaced as of such date and to comply with the requirements of Section 12.3 applicable to assignmentsassignments (provided that no consent of the Affected Lender shall be required for such assignment), and (ii) the Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of terminationreplacement, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the replacement Lender.

Replacement of Lender. If (a) the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to make any additional payment to any Lender or (b) if any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, Eurodollar into Eurocurrency Advances shall be suspended pursuant to Section 3.3 or (c) if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuers pursuant to Section 2.19(e) or the Swing Line Lender pursuant to Section 2.4(d) or (d) if any Lender declines to approve an amendment or waiver that is approved by the Required Lenders or (e) if any Lender otherwise becomes a Defaulting Lender (any such LenderLender so affected, an “Affected Lender”), the Borrower may elect, if the circumstances resulting in such amounts continue to be charged or such suspension is still effectiveLender being an Affected Lender continue, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower Borrower, the Administrative Agent and the Agent Swing Line Lender and which is either a Qualified Bank or reasonably satisfactory to each LC Issuer (a “Replacement Lender”) shall agree, as of such date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, ; and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender under Section 3.4 on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. (a) If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances ABR Loans into, Eurodollar Advances Loans shall be suspended pursuant to Section 3.3 or if any a Lender is a Defaulting Rejecting Lender (any such LenderLender so affected, an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effectiveeffective or if such Affected Lender is a Rejecting Lender, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances Loans and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 12.1 applicable to assignmentsassignments (such bank or other entity, a “Replacement Lender”), and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the Replacement Lender. Upon replacement of such Affected Lender and payment of the amounts provided for in the immediately preceding sentence, the Borrower shall have no further obligations to such Affected Lender under this Agreement and such Affected Lender shall cease to be a Lender, provided, however, such Affected Lender shall continue to be entitled to the benefits of Sections 2.19.10, 2.19.11, 2.19.12, 3.1, 3.2, 3.4, 3.5, 6.8(c), 9.6 and 9.10, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 10.8 with respect to obligations and liabilities accruing prior to such Affected Lender’s replacement.

Replacement of Lender. If (a) the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to make any additional payment to any Lender, or (b) any Lender or if any Lender’s defaults in its obligation to make or continuea Loan, or (in the case of a Revolving Lender) to convert Floating Rate Advances into, Eurodollar Advances shall be suspended reimburse the LC Issuers pursuant to Section 3.3 or 2.19(e), (c) if any Lender declines to approve an amendment or waiver that is approved by the Required Lenders, or (d) if any Lender otherwise becomes a Defaulting Lender (any such LenderLender so affected, an “Affected Lender”), the Borrower may elect, if the circumstances resulting in such amounts continue to be charged or such suspension is still effectiveLender being an Affected Lender continue, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent and, if the Affected Lender is a Revolving Lender, which is either a Qualified Bank or reasonably satisfactory to each LC Issuer (a “Replacement Lender”), shall agree, as of such date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender (and a Term Lender and/or Revolving Lender, as applicable) for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, ; and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Affected Lender under Section 3.4 on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If The Borrowers shall have the Borrower is right, in their sole discretion, at any time and from time to time to terminate or replace the Commitment of any Lender (an "AFFECTED LENDER"), in whole, upon at least thirty (30) days' prior notice to the Administrative Agent and such Lender, (a) if such Lender has failed or refused to make available the full amount of any Revolving Loans as required by its Commitment hereunder, (b) if such Lender has been merged or consolidated with, or transferred all or substantially all of its assets to, or otherwise been acquired by any other Person, or (c) if such Lender has demanded that the Borrowers make any additional payment to any Lender pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender 3.5, or if any such Lender’s 's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be has been suspended pursuant to Section 3.3 or if any Lender is a Defaulting Lender 3.3; provided, however that no such Commitment termination shall reduce the Aggregate Commitment by more than fifteen percent (any such Lender15%) thereof; provided further, an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is reasonably satisfactory to the Borrower Borrowers and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 13.3 applicable to assignments, and (ii) the Borrower Borrowers shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, to the extent applicable, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, and (iii) if the Affected Lender is being terminated, the Borrowers shall pay to such Affected Lender all Obligations due to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Affected Lender's Credit Extensions).

Replacement of Lender. If the Borrower is Borrowers are required pursuant to Section 3.17.1, 3.2 7.2 or 3.5 7.4 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Advances based on the Eurocurrency Base Rate Advances into, Eurodollar Advances shall be is suspended pursuant to Section 3.3 7.3 or if any Lender is defaults in its obligation to make a Loan, reimburse the LC Issuer pursuant to Section 5.6 or the Swing Line Lender pursuant to Section 2.2.6, 3.2.6, or 4.2.6 or otherwise becomes a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower Company may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (ia) another bank or other entity which is reasonably satisfactory to the Borrower Company and the Agent shall agree, as of such date, to purchase for cash and to pay the Advances Affected Lender on such date 100% of the outstanding principal amount of the Loans and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 17.4 applicable to assignments, and (iib) the Borrower Borrowers shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.17.1, 3.2 7.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender7.4.

Replacement of Lender. If In the Borrower is required event that any Lender shall claim payment of any increased costs pursuant to Section 3.1, 3.2 8.6 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended amounts pursuant to Section 3.3 or if any Lender is a Defaulting Lender (any such Lender, an “Affected Lender”)8.8, the Borrower may electTrust shall have the right, if such amounts continue to be charged no Event of Default or such suspension is still effectiveDefault then exists, to replace such Affected Lender as a Lender party to this Agreement, with an Eligible Assignee in accordance with Section 23.2 (including execution of an appropriate Instrument of Assignment); provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of that such replacement, and provided further that, concurrently with such replacement, Eligible Assignee (i) another bank or other entity which is reasonably satisfactory shall unconditionally offer in writing (with a copy to the Borrower Agent) to purchase on a date therein specified all of such Lender=s rights hereunder and interest in the Advance owing to such Lender and the Agent shall agree, as Note held by such Lender without recourse at the principal amount of such date, to purchase for cash the Advances and other Obligations due Note plus interest accrued thereon to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as date of such date and to comply with the requirements of Section 12.3 applicable to assignmentspurchase, and (ii) shall execute and deliver to the Borrower Agent an Instrument of Assignment, as assignee, pursuant to which such Eligible Assignee becomes a party hereto. Upon satisfaction of the requirements set forth in the first sentence of this Section 8.9, acceptance of such offer to purchase by the Lender to be replaced, payment to such Lender of the purchase price in immediately available funds by the Eligible Assignee replacing such Lender, execution of such Instrument of Assignment by such Lender, such Eligible Assignee and the Agent, the payment by the Trust of all amounts owed by the Trust to such Lender (other than the principal of and interest on the Advance of such Lender purchased by such Eligible Assignee, but including, without limitation, the reimbursement of any expense, loss, damage or liability of the Lender to be replaced by reason of the repayment of a LIBOR Advance otherwise than on the last day of an Interest Period, pursuant to Section 25.1), and notice by the Trust to the Agent that such payment has been made, such Eligible Assignee shall constitute a ALender@ hereunder and the Lender being so replaced shall no longer constitute a ALender@ hereunder. If, however, (x) a Lender accepts such an offer and such Eligible Assignee fails to purchase such rights and interest on such specified date in accordance with the terms of such offer or such Eligible Assignee or the Agent fails to execute the relevant Instrument of Assignment, the Trust shall continue to be obligated to pay the increased costs to such Lender pursuant to Section 8.6 or the additional amounts pursuant to Section 8.8, as the case may be, or (y) the Lender proposed to be replaced fails to accept such purchase offer or to execute the relevant Instrument of Assignment, the Trust shall not be obligated to pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees increased costs or additional amounts incurred or accrued from and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including after the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lenderpurchase offer.

Replacement of Lender. If the any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Eurocurrency Advances shall be suspended pursuant to Section 3.3 3.3, or if any Lender is shall become a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower Company may elect, if such amounts continue to be charged or such suspension is still effectiveeffective or such Lender continues to be a Defaulting Lender, to replace such Affected Lender as a Lender party to this Agreement, ; provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower Company and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date pursuant to an Assignment Agreement and to comply with the requirements of Section 12.3 12.1 applicable to assignments, and (ii) the Borrower Borrowers shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower Borrowers hereunder to and including the date of termination, including without limitation any payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4, 3.5 and 3.59.6. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Administrative Agent or any other Lender.

Replacement of Lender. If (a) the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional or increased payment to any Lender or Lender, (b) if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if 3.3, (c) any Lender is refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement requiring the consent of all Lenders (or all affected Lenders) pursuant to Section 8.2 and the same have been approved by the Required Lenders, or (d) any Lender becomes a Defaulting Lender (any such Lender, Lender in clauses (a) through (d) above being an “Affected Lender”), ) the Borrower may elect, if such amounts continue to be charged or such suspension is still effectiveeffective or such Lender remains a Defaulting Lender, to replace the Commitments of such Affected Lender as a Lender party to this AgreementLender, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided that any assignment resulting from a claim for compensation for payments under Section 3.5 will result in a reduction in such compensation or payments thereafter, and provided, further that, concurrently with such replacement, (i) another bank or other entity (other than any Ineligible Institution) which is reasonably satisfactory to the Borrower and the Administrative Agent and the LC Issuers shall agree, as of such date, to purchase for cash the Advances outstanding Term Loans and other Obligations due to the Outstanding Revolving Credit Exposure of the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated replaced as of such date and to comply with the requirements of Section 12.3 applicable to assignmentsassignments (provided that no consent of the Affected Lender shall be required for such assignment), and (ii) the Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of terminationreplacement, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the replacement Lender.

Replacement of Lender. If the (a) either Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if Lender, (b) any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if 3.3, (c) any Lender is a Declining Lender, (d) any Lender is a Defaulting Lender or has a direct or indirect parent company that is the subject of a Bankruptcy Event, (e) any Lender invokes Section 9.2 or (f) any Lender has advised that it will not consent to any waiver or amendment of this Agreement that requires the approval of all the Lenders or all affected Lenders and, upon the replacement of such non-consenting Lender, the Lender replacing such non-consenting Lender shall consent to any such waiver or amendment and such approval (as to all Lenders or as to all affected Lenders, as applicable) shall be obtained (any such LenderLender subject to any of the foregoing clauses (a), (b), (c), (d), (e) or (f) being an “Affected Lender”), the Borrower Borrowers may electelect (i) in the case of the foregoing clauses (a), (b), (c), (d) or (e) (but only if such amounts continue additional payment continues to be charged or required, such suspension is still continues to be effective, such Lender continues to be a Declining Lender, such Lender continues to be a Defaulting Lender or the direct or indirect parent company of such Lender continues to be the subject of a Bankruptcy Event or Section 9.2 continues to be invoked), to terminate the Commitment of such Affected Lender (without affecting the Commitments of the other Lenders), or (ii) in all cases, to replace such Affected Lender as a Lender party to this Agreementand its Commitment (including with one or more Lenders (which may be current Lenders) having lesser, equivalent or greater aggregate Commitments than those of the Affected Lenders being so replaced); provided thatthat (A) in the case of any termination of the Commitment of an Affected Lender, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacementtermination, (iB) another bank in the case of any replacement of an Affected Lender, one or more banks or other entity entities which is reasonably satisfactory to are approved by the Borrower and Borrowers, the Agent and each Issuing Bank (such approval not to be unreasonably withheld or delayed) shall agree, as of such date, to purchase for cash at face amount the Advances and other Obligations due to Outstanding Credit Exposure of the Affected Lender pursuant to an Assignment Agreement and Assumption substantially in the form of Exhibit C (and and, if not already a Defaulting Lender Lender, shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement Agreement) and to assume the Commitment (or the applicable portion thereof) and all obligations of the Affected Lender to be terminated as of the time of such date replacement and to comply with the requirements of Section 12.3 12.1 applicable to assignments, and (iiC) in the case of any termination or replacement of the Commitment of an Affected Lender, each Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such termination or replacement, to the extent not paid by a replacement Lender pursuant to the preceding clause (A) B), all principal, interest, fees and other amounts (other than unasserted contingent indemnity obligations) then outstanding or accrued but unpaid to for the account of such Affected Lender by to the extent constituting Obligations of such Borrower hereunder to and including the date of terminationhereunder, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) and, except in the case of a Defaulting Lender, an amount, if any, equal to the payment which would have been due to such Lender on the day of such termination or replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold pursuant to Section 2.8. Notwithstanding the replacement Lenderforegoing, the Borrowers may not terminate the Commitment of an Affected Lender if, after giving effect to such termination, (x) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment (as then in effect giving effect to any increases thereof effected in accordance with the terms hereof) or (y) the Borrower Credit Exposure of either Borrower would exceed the Borrower Sublimit of such Borrower, in each case, giving effect to all prepayments of the Obligations to be made in connection therewith.

Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or Lender, if any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, Eurodollar Eurocurrency Advances shall be is suspended pursuant to Section 3.3 3.2(b) or 3.3, or if any Lender is declines to approve an amendment or waiver approved by the Required Lenders but that otherwise requires unanimous consent of the Lenders, or if any Lender becomes a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower may elect, upon such default or declination or if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement; provided, that the Borrower shall have elected to replace such Lender within 90 days of the date of the occurrence of the event or circumstance that gives rise to the right of the Borrower to elect to replace such Lender; provided thatfurther, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which that is reasonably satisfactory to the Borrower and the Administrative Agent and, to the Borrower’s and the Administrative Agent’s reasonable satisfaction, which other bank or entity does not suffer from and is not impacted by the issue or event causing the replacement of the Affected Lender, shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and assignment substantially in the form of Exhibit B, to become a Lender for all purposes under this Agreement and Agreement, to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which that would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If In the event that (i) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if (any Lender is a Defaulting Lender (any such Lender, so affected an “Affected Lender”), (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the Borrower provisions of this Agreement or any other Loan Document as contemplated by Section 10.2, the consent of Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required has not been obtained or (iii) any Lender is a Defaulting Lender; then, the Borrowers may elect, if such amounts continue to be charged or such suspension is still effective, elect to replace such Affected Lender, Non-Consenting Lender or Defaulting Lender (a “Terminated Lender”) as a Lender party to this Agreement, provided that, with respect to the replacement of an Affected Lender, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacementthe replacement of any Terminated Lender, (ix) another bank financial institution or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Terminated Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Terminated Lender to be terminated as of such date and to comply with the requirements of Section 12.3 14.3 applicable to assignments, and (iiy) the Borrower Borrowers shall pay to such Affected Terminated Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments that are due to such Affected Terminated Lender under pursuant to Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Terminated Lender been prepaid on such date rather than sold to the replacement Lender. The Lenders agree that a Terminated Lender will not be entitled to receive liquidated damages pursuant to Section 2.7 as a result of its assignment under this Section 2.22. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment cease to apply or, in the case of a Defaulting Lender, such Lender is no longer a Defaulting Lender.

Replacement of Lender. If the (a) either Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if Lender, (b) any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if 3.3, (c) any Lender is a Declining Lender, (d) any Lender is a Defaulting Lender or has a direct or indirect parent company that is the subject of a Bankruptcy Event, (e) any Lender invokes Section 9.2 or (f) any Lender has advised that it will not consent to any waiver or amendment of this Agreement that requires the approval of all the Lenders or all affected Lenders and, upon the replacement of such non-consenting Lender, the Lender replacing such non-consenting Lender shall consent to any such waiver or amendment and such approval (as to all Lenders or as to all affected Lenders, as applicable) shall be obtained (any such LenderLender subject to any of the foregoing clauses (a), (b), (c), (d), (e) or (f) being an “Affected Lender”), the Borrower Borrowers may electelect (i) in the case of the foregoing clauses (a), (b), (d) or (e) (but only if such amounts continue additional payment continues to be charged or required, such suspension is still continues to be effective, such Lender continues to be a Defaulting Lender or the direct or indirect parent company of such Lender continues to be the subject of a Bankruptcy Event or Section 9.2 continues to be invoked), to terminate the Commitment of such Affected Lender (without affecting the Commitments of the other Lenders), or (ii) in all cases, to replace such Affected Lender as a Lender party to this Agreementand its Commitment (including with one or more Lenders (which may be current Lenders) having lesser, equivalent or greater aggregate Commitments than those of the Affected Lenders being so replaced); provided thatthat (A) in the case of any termination of the Commitment of an Affected Lender, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacementtermination, (iB) another bank in the case of any replacement of an Affected Lender, one or more banks or other entity entities which is reasonably satisfactory to are approved by the Borrower Borrowers, the Agent, each Issuing Bank and the Agent Swingline Lender (such approval not to be unreasonably withheld or delayed) shall agree, as of such date, to purchase for cash at face amount the Advances and other Obligations due to Outstanding Credit Exposure of the Affected Lender pursuant to an Assignment Agreement and Assumption substantially in the form of Exhibit C (and and, if not already a Defaulting Lender Lender, shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement Agreement) and to assume the Commitment and all obligations of the Affected Lender to be terminated as of the time of such date replacement and to comply with the requirements of Section 12.3 12.1 applicable to assignments, and (iiC) in the case of any termination or replacement of the Commitment of an Affected Lender, each Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such termination or replacement, to the extent not paid by a replacement Lender pursuant to the preceding clause (A) B), all principal, interest, fees and other amounts (other than unasserted contingent indemnity obligations) then outstanding or accrued but unpaid to for the account of such Affected Lender by to the extent constituting Obligations of such Borrower hereunder to and including the date of terminationhereunder, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) and, except in the case of a Defaulting Lender, an amount, if any, equal to the payment which would have been due to such Lender on the day of such termination or replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold pursuant to Section 2.10. Notwithstanding the replacement Lenderforegoing, the Borrowers may not terminate the Commitment of an Affected Lender if, after giving effect to such termination, (x) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment (as then in effect giving effect to any increases thereof effected in accordance with the terms hereof) or (y) the Borrower Credit Exposure of either Borrower would exceed the Borrower Sublimit of such Borrower.

Replacement of Lender. If the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, Eurodollar Term SOFR Advances shall be suspended pursuant to Section 3.3 or if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuer pursuant to Section 2.19(e) or the Swing Line Lender pursuant to Section 2.4(d) or declines to approve an amendment or waiver that is approved by the Required Lenders or otherwise becomes a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower may elect, if the issue or event causing such amounts continue Lender to be charged or such suspension an Affected Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacementreplacement (except in the case of a Lender’s failure to approve an amendment or waiver that would cure any Default or Event of Default), and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent and, to the Borrower’s and the Administrative Agent’s reasonable satisfaction, which other bank or entity does not suffer from and is not impacted by the issue or event causing the replacement of the Affected Lender, shall agree, as of such date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit B and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an assignment and assumption executed by the Borrower, the Administrative Agent and the assignee, and (ii) the Affected Lender need not be a party thereto in order for such assignment and assumption to be effective and shall be deemed to have consented to and be bound by the terms thereof, provided that any such documents shall be without recourse to or warranty by the parties thereto.

Replacement of Lender. If (a) the Borrower is required pursuant to Section 2.10(ii), 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if (or, in the case of Section 3.5, to any governmental authority), (b) any Lender gives a notice to the Borrower pursuant to the last sentence of Section 2.10(ii) with respect to the applicability of reserves, (c) any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if 3.3, (d) by virtue of a change in the Lending Installation at which any Lender is a Defaulting books its Loans, the Borrower incurs other incremental fees, costs or payments, (e) any Lender shall fail to consent to an amendment as required by Section 8.2(iii) with respect to the increase of the Commitment of any other Lender (and the related increase in the Aggregate Commitment), (f) any such LenderLender shall fail to consent to any amendment requiring the consent of all Lenders pursuant to Section 8.2 or (g) any Lender shall be in default of its obligation to lend hereunder (any Lender described in the foregoing clauses (a), (b), (c), (d), (e), (f) or (g) an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or charged, such suspension is still effectiveeffective or such other condition continues to exist, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank one or more banks or other entity entities which is are reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 12.1 applicable to assignments, and (ii) the Borrower shall without duplication of amounts paid by the replacement Lender pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts (other than principal) then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including including, without limitation limitation, payments due to such Affected Lender under Sections 2.10(ii), 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Affected Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s 's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be is suspended pursuant to Section 3.3 or if 3.3, (b) any Lender is becomes a Defaulting Lender or (c) any Lender shall have a Scheduled Termination Date that is earlier than the then-effective Final Termination Date (any such Lender, Lender so affected an “"Affected Lender”"), the Borrower may elect(but only, in the case of clause (a), if such amounts continue to be charged or such suspension is still effective, ) elect to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) substantially in the form of Exhibit A and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including including, without limitation limitation, any payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (x) the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s 's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if 3.3, (y) any Lender is becomes a Defaulting Lender hereunder or (z) in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such LenderLender so affected or subject to the foregoing clauses (x) or (y) or failing to provide a consent as described in clause (z), an “Affected Lender”), the Borrower may elect, if such amounts continue elect to be charged terminate or such suspension is still effective, to replace the Revolving Loan Commitment and Loans of such Affected Lender as a Lender party to this AgreementLender, provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, that concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to Outstanding Revolving Credit Exposure of the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the purchasing lender and (iii) if the Affected Lender is being terminated, the Borrower shall pay to such Affected Lender all Obligations due to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus, to the extent not paid by the replacement Lender, the outstanding principal balance of such Affected Lender’s Credit Extensions). The Administrative Agent shall record such payments made by the Borrower in accordance with Section 2.13.

Replacement of Lender. If the any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, into Eurodollar Advances shall be suspended pursuant to Section 3.3 or if any Lender defaults in its obligation to make a Loan, reimburse any LC Issuer pursuant to Section 2.19(e) or the Swing Line Lender pursuant to Section 2.4(d) or declines to approve an amendment or waiver that is approved by the Required Lenders or otherwise becomes a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower Borrowers may elect, if such amounts continue to be charged so long as the condition, issue or such suspension is still effectiveevent permitting the replacement of the Affected Lender continues, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) any Eligible Assignee or another bank or other entity which Person that is reasonably satisfactory to the Borrower Borrowers and the Administrative Agent and, to the Borrowers’ and the Administrative Agent’s reasonable satisfaction, which Eligible Assignee or other bank or Person does not suffer from and is not impacted by the issue or event causing the replacement of the Affected Lender, shall agree, as of such date, to purchase for cash at par the Advances and other Obligations under this Agreement and the other Loan Documents due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower Borrowers shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If the any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s 's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Eurocurrency Advances shall be suspended pursuant to Section 3.3 3.3, or if any Lender is shall become a Defaulting Lender (any such Lender, Lender so affected an “"Affected Lender”"), the Borrower Company may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower Company and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower Borrowers shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Administrative Agent or any other Lender.

Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s 's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if (any Lender is a Defaulting Lender (any such Lender, so affected an “"Affected Lender”"), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to terminate or replace the Commitment of such Affected Lender as a Lender party to this AgreementLender, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to Outstanding Credit Exposure of the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the purchasing lender and (iii) if the Affected Lender is being terminated, the Borrower shall pay to such Affected Lender all Obligations due to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Affected Lender's Advances and the amount of such Lender's funded participations in unreimbursed LC Disbursements). Notwithstanding the foregoing, the Borrower may not terminate the Commitment of an Affected Lender if, after giving effect to such termination, the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment.

Replacement of Lender. If (a) the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to make any additional payment to any Lender or (b) if any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, Eurodollar into Term SOFR Advances shall be suspended pursuant to Section 3.3 or (c) if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuers pursuant to Section 2.19(e) or (d) if any Lender declines to approve an amendment or waiver that is approved by the Required Lenders or (e) if any Lender is a Declining Lender or (f) if any Lender otherwise becomes a Defaulting Lender (any such LenderLender so affected, an “Affected Lender”), the Borrower may elect, if the circumstances resulting in such amounts continue to be charged or such suspension is still effectiveLender being an Affected Lender continue, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower Borrower, the Co-Administrative Agents and the Agent which is either a Qualified Bank or reasonably satisfactory to each LC Issuer (a “Replacement Lender”) shall agree, as of such date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and ; (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender under Section 3.4 on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender; and (iii) in the case of an assignment by a Declining Lender under this Section 2.20, the Replacement Lender that is the assignee of the Declining Lender shall agree at the time of such assignment to the extension to the Extension Date of the applicable Facility Termination Date of the Extending Lenders, which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrower and the Designated Agent.

Replacement of Lender. If the any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s 's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 3.3, or if any Lender is shall become a Defaulting Lender (any such Lender, Lender so affected an “"Affected Lender”"), the Borrower Company may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower Company and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of EXHIBIT C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower Borrowers shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Administrative Agent or any other Lender.

Replacement of Lender. If (i) the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional or increased payment to any Lender or if Lender, (ii) any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if 3.3, (iii) any Lender is refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement requiring the consent of all Lenders (or all affected Lenders) pursuant to Section 8.2 and the same have been approved by the Required Lenders, or (iv) any Lender becomes a Defaulting Lender (any such Lender, Lender in clauses (i) through (iv) above being an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or charged, such suspension is still effectiveeffective or such Lender remains a Defaulting Lender, to replace or, with the prior written consent of the Agent, the LC Issuers and the Required Lenders, terminate such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (ia) if the Affected Lender is being replaced, another bank or other entity which is reasonably satisfactory to the Borrower Borrower, the Agent and the Agent LC Issuers shall agree, as of such date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignmentsassignments (provided that no consent of the Affected Lender shall be required for such assignment and the Borrower shall pay the applicable assignment fee payable pursuant to Section 12.3.3(ii)), and (iib) in the case of replacement, the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A1) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, 3.5 and (B2) an amount, if any, equal to the payment which would have been due to such Affected Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement LenderLender and (c) if the Affected Lender is being terminated, the Borrower shall pay to such Affected Lender an amount equal to the sum of (1) an amount equal to the principal of, and all accrued interest to and including the date of termination on all Outstanding Credit Exposure and the Term Loans, if any, of such Affected Lender plus (2) an amount equal to all accrued but unpaid fees to and including the date of termination owing to such Affected Lender under this Agreement plus (3) all amounts due to such Affected Lender under Sections 3.1, 3.2 and 3.5 and any amount due to such Affected Lender under Section 3.4.

Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s 's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 3.3, or if any Lender is a Defaulting Lender defaults in its obligations to extend Loans or participate in Facility LCs hereunder (any such Lender, Lender so affected an “"Affected Lender”"), the Borrower may electelect to terminate or replace the Revolving Loan Commitment, if such amounts continue to be charged or such suspension is still effective, to replace Term Loan Commitment and Loans of such Affected Lender as a Lender party to this AgreementLender, provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances Outstanding Revolving Credit Exposure and other Obligations due to Term Loans of the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the purchasing lender and (iii) if the Affected Lender is being terminated, the Borrower shall pay to such Affected Lender all Obligations due to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus, to the extent not paid by the replacement Lender, the outstanding principal balance of such Affected Lender's Credit Extensions). The Administrative Agent shall record such payments made by the Borrower in accordance with Section 2.13.

Replacement of Lender. If the Borrower is required pursuant to Borrowers, as a result of the requirements of either Section 3.12.08, 3.2 2.09, 2.10 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue2.15, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant required to Section 3.3 or if pay any Lender is a Defaulting particular Lender (any such Lender, in the case of Section 2.09 who was not a Lender as of the Closing Date or during the primary syndication of the Loans under this Agreement) (an “Affected Lender”) the additional amounts referred to in such Sections, which costs are not imposed by the other Lenders, and such additional amounts are material, then the Borrowers shall be entitled to find a replacement Lender that is a Qualified Assignee or (subject to Section 12.02(b), ) an Eligible Credit Party Assignee and is reasonably acceptable to the Borrower may elect, if such amounts continue to be charged or such suspension is still effectiveAdministrative Agent, to replace such the Affected Lender. The Affected Lender as a Lender party to this Agreement, provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent replacement Lender shall agree, as execute an Assignment and Assumption with respect to all of such date, to purchase for cash the Advances Affected Lender’s Commitments and other Obligations due all Loans owing to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable Article XII. Upon the payment by the replacement Lender to assignmentsthe Affected Lender of the then outstanding principal amount of Loans owing to the Affected Lender, together with accrued interest thereon, and (ii) the Borrower shall pay payment by the Borrowers to such the Affected Lender in same day funds on the day of such replacement (A) all interestany compensation required by Sections 2.08, fees 2.09, 2.10 and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination2.15, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender shall succeed to all of the Affected Lender’s rights and obligations under this Agreement and the other Loan Documents.

Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, Eurodollar into Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuer pursuant to Section 2.19(e) or the Swing Line Lender pursuant to Section 2.4(d) or declines to approve an amendment or waiver that requires the consent of all Lenders or all Lenders directly affected thereby that is approved by the Required Lenders or otherwise becomes a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent (any existing Lender being deemed acceptable) shall agree, as of such date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If any Lender requests compensation under Section 2.13, or if the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make pay any additional payment amount to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended Governmental Authority for the account of any Lender pursuant to Section 3.3 2.15, or if any Lender is a Defaulting Lender (, or if any such Lender is a Non-Consenting Lender, then the Borrower may, at its sole expense (including the processing and recording fee contemplated by Section 9.4(2)) and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.4), all its interests, rights and obligations under this Agreement to an “Affected assignee that shall assume such obligations (which assignee may be, another Lender”, if a Lender accepts such assignment); provided that (a) if such assignee is not otherwise a Lender, the Borrower may electshall have received the prior written consent of the Administrative Agent (and, if a Commitment is being assigned, the Issuing Bank and Swingline Lender), which consent shall not unreasonably be withheld, (b) such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, no Default or Unmatured Default shall have occurred received payment of an amount equal to the outstanding principal of its Loans and be continuing at participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the time assignee (to the extent of such replacement, outstanding principal and provided further that, concurrently with such replacement, (iaccrued interest and fees) another bank or other entity which is reasonably satisfactory to the Borrower and (in the Agent shall agree, as case of such date, to purchase for cash the Advances and all other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignmentsamounts), and (iic) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower shall pay to require such Affected Lender in same day funds on the day of such replacement (A) all interest, fees assignment and other amounts then accrued but unpaid delegation cease to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lenderapply.

Replacement of Lender. If the any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if (any Lender is a Defaulting Lender (any such Lender, so affected an “Affected Lender”), the Borrower Borrowers may elect, if such amounts continue to be charged or such suspension is still effective, to terminate or replace the Commitment of such Affected Lender as a Lender party to this AgreementLender, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is reasonably satisfactory to the Borrower Borrowers and the Agent shall agree, as of such date, to purchase for cash at face amount the Advances and other Obligations due to Outstanding Credit Exposure of the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the each Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the such Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the purchasing lender and (iii) if the Affected Lender is being terminated, each Borrower shall pay to such Affected Lender all Obligations due from such Borrower to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Affected Lender’s Advances and the amount of such Lender’s funded participations in unreimbursed LC Disbursements). Notwithstanding the foregoing, the Borrowers may not terminate the Commitment of an Affected Lender if, after giving effect to such termination, (x) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment, or (y) the Subsidiary Credit Exposure of any Borrowing Subsidiary would exceed the Subsidiary Sublimit of such Borrowing Subsidiary.

Replacement of Lender. If (a) the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 3.4 to make any additional payment to any Lender or if Lender, (b) any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if 3.2(b), (c) any Lender is becomes a Defaulting Lender, or (d) any Lender does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of all of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), then the Borrower may elect upon notice to such Lender and the Administrative Agent, to replace such Lender (any such Lender, an the “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender ) as a Lender party to this Agreement, provided that, that no Event of Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances Loans and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 12.2 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.53.4, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 3.3 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender. Any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lender. If any Lender requests compensation under Section 2.13, or if it is unlawful for any Lender or its applicable lending office to engage in any activity or to become obligated in any manner contemplated in Section 2.13(4) and the obligations of the Lender in respect thereof become suspended as contemplated in that Section, or if the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make pay any additional payment amount to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended Governmental Authority for the account of any Lender pursuant to Section 3.3 2.15, or if any Lender is a Defaulting Lender (any such Lender, an “Affected or if any Lender is a Non-Consenting Lender”, then the Borrower may, at its sole expense (including the processing and recording fee contemplated by Section 9.4(2)) and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.4), the Borrower may electall its interests, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, no Default or Unmatured Default shall have occurred rights and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes obligations under this Agreement and the other Loan Documents to an assignee that shall assume all such obligations (which assignee may be, another Lender, if a Lender accepts such assignment); provided that (a) if such assignee is not otherwise a Lender, the Borrower shall have received the prior written consent of the Affected Administrative Agent and the LC Issuers, which consent shall not unreasonably be withheld, (b) such Lender shall have received payment of an amount equal to be terminated as the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such date outstanding principal and to comply with accrued interest and fees) or the requirements Borrower (in the case of Section 12.3 applicable to assignmentsall other amounts), and (iic) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. In connection with any assignment by a Defaulting Lender pursuant to this Section 2.18(2) the Borrower shall not be required to pay to such Affected Defaulting Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid any amount otherwise required pursuant to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender2.14.

Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if any a Lender does not approve a waiver or amendment with respect to this Agreement or if a Lender acting as Agent hereunder resigns, is removed or is replaced as Agent or if a Lender is a Defaulting Lender or if a Lender is a Non-Extending Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective or such resignation or removal has become effective, to replace such Affected Lender as a Lender party to this Agreement; provided, provided thathowever, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity an Eligible Assignee which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash at par the Advances Loans and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit E and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to make any additional payment to any Lender or (b) if any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, Eurodollar into Eurocurrency Advances shall be suspended pursuant to Section 3.3 or (c) if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuers pursuant to Section 2.19(e) or the Swing Line Lender pursuant to Section 2.4(d) or (d) if any Lender declines to approve an amendment or waiver that is approved by the Required Lenders or (e) if any Lender is a Declining Lender or (f) if any Lender otherwise becomes a Defaulting Lender (any such LenderLender so affected, an “Affected Lender”), the Borrower may elect, if the circumstances resulting in such amounts continue to be charged or such suspension is still effectiveLender being an Affected Lender continue, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower Borrower, the Designated Agent, the Co-Administrative Agents and the Agent Swing Line Lender and which is either a Qualified Bank or reasonably satisfactory to each LC Issuer (a “Replacement Lender”) shall agree, as of such date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and ; (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender under Section 3.4 on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender; and (iii) in the case of an assignment by a Declining Lender under this Section 2.20, the Replacement Lender that is the assignee of the Declining Lender shall agree at the time of such assignment to the extension to the Extension Date of the Facility Termination Date, which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrower and the Designated Agent.

Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if any Lender is a Defaulting Lender (any such Lender, an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank any Lender requests, or other entity which is reasonably satisfactory provides notice to the Borrower and the Agent shall agreethat it intends to request, as of such datecompensation under Section 2.12, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall is required to pay any additional amount to any Lender or any governmental authority for the account of any Lender pursuant to Section 2.15, (iii) any Lender becomes a Defaulting Lender, (iv) any Lender becomes a Non-Consenting Lender or (v) any Lender becomes a Declining Lender, then the Borrower may, at its sole expense and effort, upon notice to such Affected Lender and the Agent, require such Lender to assign and delegate, without recourse (in same day funds on accordance with and subject to the day of restrictions contained in Section 8.07), all its interests, rights and obligations under this Agreement to an assignee that shall assume such replacement obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including shall have received the date prior written consent of terminationthe Agent (and, including without limitation payments due to such Affected Lender under Sections 3.1if a Revolving Commitment is being assigned, 3.2 and 3.5each Issuing Bank), and which consent, in each case, shall not unreasonably be withheld or delayed, (B) such Lender shall have received payment of an amount, if any, amount equal to the payment which would have been due outstanding principal amount of its Advances and funded participations in Letter of Credit Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal, funded participations and accrued interest and fees) or the Borrower (in the case of all other amounts), (C) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.15, such assignment will result in a material reduction in such compensation or payments, (D) in the case of any such assignment resulting from the status of such Lender on as a Non-Consenting Lender, such assignment, together with any assignments by other Non-Consenting Lenders, will enable the day Borrower to obtain sufficient consents to cause the applicable amendment, modification or waiver to become effective and (E) in the case of any such assignment resulting from the status of such replacement under Section 3.4 had Lender as a Declining Lender, the Loans assignee of such Affected Declining Lender been prepaid on is a Consenting Lender. A Lender shall not be required to make any such date rather than sold assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to the replacement Lenderrequire such assignment and delegation cease to apply.

Replacement of Lender. If (i) the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if Lender, (ii) any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, into Eurodollar Advances shall be suspended pursuant to Section 3.3 or if (iii) any Lender defaults in its obligation to make a Loan or to reimburse the LC Issuer pursuant to Section 2.19(e) or the Swing Line Lender pursuant to Section 2.4(d) or declines to approve an amendment or waiver that is approved by the Required Lenders or otherwise becomes a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower may electelect (in the case of clause (i) or (ii) above, if such amounts continue to be charged or such suspension is still effective, ) to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (ix) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents (other than any such other Obligations paid by the Borrower in accordance with clause (y) below) pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (iiy) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all accrued and unpaid interest, fees and other amounts then accrued but unpaid due to such Affected Lender by the Borrower hereunder to and including but excluding the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If Notwithstanding anything to the contrary in this Agreement, if (a) any Lender shall request compensation, or the Borrower is should be required to pay any Lender any additional amounts, pursuant to Section 3.12.15 hereof or Article 9 hereof, 3.2 (b) any Lender shall default in providing funds as contemplated by Section 2.7 hereof, or 3.5 (c) any Lender determines that it is unlawful for it to make LIBOR Advances or is otherwise unable to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended LIBOR Advance pursuant to Section 3.3 Article 9 hereof, and the Determining Lenders have not make such determination, then, in each such case, provided that no Event of Default shall then exist and be continuing, during the 120-day period after receipt of such request or if any Lender is a Defaulting Lender (notice of any such Lender, an “Affected Lender”)event, the Borrower may electrequire that such Lender transfer all of its right, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, no Default or Unmatured Default shall have occurred title and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes interest under this Agreement and the other Loan Documents, including such Lender's Note, to any lender identified by the Borrower which otherwise meets the requirements of an Assignee under Section 11.6 hereof and which is acceptable to the Administrative Lender (a "Proposed Lender"), if such Proposed Lender agrees to assume all of the obligations of such Lender for consideration equal to the Affected Lender outstanding principal amount of and interest on the Advances owed to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignmentsLender, and (ii) the Borrower shall pay such Lender has otherwise been reimbursed for all Obligations other than principal and interest under this Agreement to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, the transfer (including without limitation payments due but not limited to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment all additional compensation which would have been due to such Lender on the day of is otherwise due pursuant to Section 2.15 hereof or Article 9 hereof). Upon such replacement under Section 3.4 had the Loans of assignment and assumption, such Affected Proposed Lender been prepaid on such date rather than sold to the replacement shall be a "Lender." for all purposes hereunder. - 66 -

Replacement of Lender. If • the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 obligation of a Lender to make any additional Eurodollar Loans is suspended under Section 9.4 (Illegal Loans), • a Lender demands compensation or payment to any Lender under Section 9.2 (Increased cost or if any reduced return), or Section 9.6 (Taxes on payments), or • a Lender’s obligation senior unsecured debt is rated lower than BBB- by S&P, then the Borrowers may, on five (5) Business Days’ notice to make the Administrative Agent and the Lender, select a replacement bank or continue, banks (which may be one or more of the other Lenders) to convert Floating Rate Advances into, Eurodollar Advances purchase the Lender’s Loans and assume its Commitment. The purchase price for the Lender’s Loans shall be suspended pursuant the sum of the unpaid principal amount of the Loans, with accrued interest, the Lender’s share of accrued but unpaid Fees and other amounts due to the Lender under this Agreement (including any amounts due under Section 3.3 or if any Lender is 1.20 (Funding losses) for each Loan so purchased on a Defaulting Lender (any date other than the last day of the Interest Period for the Loan) less the prorated portion of the Fees previously received by such Lender, from the date of such purchase through the last day of the applicable period for which the Fees had been paid. Upon the execution and delivery of an “Affected assignment and assumption agreement substantially in the form of Exhibit G by such Lender and each replacement bank (and, if the replacement bank is not a Lender”, with the subscribed consent of the Borrowers and the Administrative Agent), the Borrower may elect, if each such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another replacement bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become be, a Lender ‘Lender’ for all purposes under of this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignmentsAgreement, and (ii) the Borrower Administrative Agent shall pay to such Affected Lender in same day funds on notify the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement LenderLenders accordingly.

Replacement of Lender. If the Borrower is required The Borrowers shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 3.15.01 or 5.03, 3.2 (b) fails to vote in favor of any measure requiring the affirmative vote of one hundred percent (100%) of the Lenders or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if any Lender (c) is a Defaulting Lender (any such Lender, an “Affected Lender”)with a replacement financial institution; provided that (i) such replacement does not conflict with any Governmental Requirement, the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, (ii) no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacementreplacement that has not been waived in accordance with the terms hereof, and provided further that, concurrently with (iii) prior to any such replacement, such Lender shall have taken no action under Section 5.04 so as to eliminate the continued need for payment of amounts owing pursuant to Section 5.01 or 5.03(a), (iiv) another bank the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrowers shall be liable to such replaced Lender under Section 5.02 if any Eurodollar Loan owing to such replaced Lender shall be purchased other entity which is than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution shall be reasonably satisfactory to the Borrower Administrative Agent and the Agent shall agreeIssuing Lender, as of such date, to purchase for cash (vii) the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting replaced Lender shall be deemed obligated to have executed and delivered make such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply replacement in accordance with the requirements provisions of Section 12.3 applicable 12.04 (provided that the Borrowers shall be obligated to assignmentspay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrowers shall pay all additional amounts (if any) required pursuant to Section 5.01 or 5.03(a), as the case may be, and (iiix) the Borrower shall pay to such Affected Lender in same day funds on the day of any such replacement (A) all interestshall not be deemed to be a waiver of any rights that the Borrowers, fees and the Administrative Agent or any other amounts then accrued but unpaid to such Affected Lender by shall have against the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement replaced Lender.

Replacement of Lender. If the Borrower is required pursuant to Section SECTION 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s 's obligation to make or continue, or to convert Floating Alternate Base Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section SECTION 3.3 or if (any Lender is a Defaulting Lender (any such Lender, so affected an “Affected Lender”"AFFECTED LENDER"), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, PROVIDED that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further -19- PROVIDED FURTHER that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of EXHIBIT C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section SECTION 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections SECTIONS 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section SECTION 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (i) the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if any Lender is a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), or (ii) if the Borrower has requested a modification or waiver that requires the consent of all Lenders under Section 8.2 and the Required Lenders have approved such request but one or more Lenders have not (each a “Non-Consenting Lender”), the Borrower may elect, elect (if such amounts continue to be charged or charged, such suspension is still effective, effective or such Lenders continue to withhold their approval) to replace such Affected Lender or Non-Consenting Lender as a Lender party to this Agreement, provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender or Non-Consenting Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit A and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender or Non-Consenting Lender to be terminated as of such date and to comply with the requirements of Section 12.3 12.1 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender or Non-Consenting Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender or Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender or Non-Consenting Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender or Non-Consenting Lender been prepaid on such date rather than sold to the replacement LenderLender(s).

Replacement of Lender. If the Borrower is required pursuant obligated to Section 3.1, 3.2 or 3.5 to make any additional payment pay to any Lender any amount under Section 3.6 or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if any Lender is a Defaulting Lender (any such Lender, an “Affected Lender”)3.10, the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacementright within 90 days thereafter, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply in accordance with the requirements of Section 12.3 applicable 11.7(c), if no Default or Event of Default shall exist, to assignmentsreplace such Lender (the "REPLACED LENDER") with one or more other assignees (each a "REPLACEMENT LENDER"), PROVIDED that (i) at the time of any replacement pursuant to this Section, the Replacement Lender shall enter into one or more Assignment and Acceptance Agreements pursuant to Section 11.7(c) (with the Assignment Fee payable pursuant to said Section 11.7(c) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment and the outstanding Loans of the Replaced Lender and, in connection therewith, shall pay the following: (a) to the Replaced Lender, an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender and (B) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender and (b) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or the Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall pay be paid in full to such Affected Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to in same day funds on the day of such replacement clauses (Ai) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (Bii) an amountof this Section 3.12, if anythe Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, equal except with respect to indemnification provisions under this Agreement that are intended to survive the payment which would have been due to such Lender on termination of the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement LenderCommitments.

Replacement of Lender. If (a) the Borrower is required pursuant to Section 3.13.01, 3.2 3.02 or 3.5 3.05 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar SOFR Advances shall be is suspended pursuant to Section 3.3 3.03 or if (b) any Lender is becomes a Defaulting Lender (any such LenderLender so affected as described in subclauses (a) or (b), an “Affected Lender”), the Borrower may elect(but only, in the case of clause (a), if such amounts continue to be charged or such suspension is still effective, ) elect to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) substantially in the form of Exhibit A and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 12.03 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including including, without limitation limitation, any payments due to such Affected Lender under Sections 3.13.01, 3.2 3.02 and 3.53.05, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 3.04 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.. Each party hereto agrees that (x) an assignment required pursuant to this Section

Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender when it is not required to make such payments to all Lenders, or if any Lender’s 's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 when not all Lenders' obligations have been suspended or if any Lender is a Defaulting Lender (any such Lender, Lender so affected an “"Affected Lender”"), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected 25 Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) the Borrower is required pursuant to Section 3.1, Section 3.2 or Section 3.5 to make any additional payment to any Lender or if Lender, (b) any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if (c) any Lender is shall become a Defaulting Lender (any such Lender so affected or becoming a Defaulting Lender, an “Affected Lender”), the Borrower may elect, with the consent of the Issuers and the Swing Line Lender (each consent not to be unreasonably withheld), if such amounts continue to be charged or charged, such suspension is still effectiveeffective or such Lender continues to be a Defaulting Lender, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (ia) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit 12.3.1 and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender which as to the Affected Lender shall be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (iib) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections Section 3.1, Section 3.2 and Section 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If the Borrower is required pursuant to Section Sections 3.1, 3.2 3.2, 3.5 or 3.5 3.7 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, Eurodollar into Daily Simple SOFR or Term SOFR Advances shall be suspended pursuant to Section 3.3 or if any Lender declines to approve an amendment or waiver that is approved by the Required Lenders or becomes a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower may elect, if any of such amounts continue to be charged issue or such suspension event is still effectivein effect, to replace such Affected Lender as a Lender party to this Agreement, provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, that concurrently with such replacement, (ia) another bank an Eligible Assignee (in each case, subject to any consent that would be required pursuant to Section 12.3(b) for an assignment to such Eligible Assignee) which does not suffer from and is not impacted by the issue or other entity which is reasonably satisfactory to event causing the Borrower and replacement of the Agent Affected Lender, shall agree, as of such date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (iib) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (Ai) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, but excluding any amount paid by the replacement lender under clause (a), and (Bii) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If The Borrower shall have the right, in its sole discretion, at any time and from time to time to terminate the Commitment and Outstanding Credit Exposure of any Lender (an “Affected Lender”), in whole, upon at least thirty (30) days’ prior notice to the Administrative Agent and such Lender, (a) if such Lender becomes a Defaulting Lender, (b) if such Lender has failed or refused to consent to any amendment, waiver, supplement, restatement, discharge or termination of any provision of this Agreement when requested by the Borrower and [***] = Certain information has been excluded from this exhibit because it is required both not material and would likely cause harm to the company if publicly disclosed. approved by the Required Lenders prior to such termination, (c) if such Lender has been merged or consolidated with, or transferred all or substantially all of its assets to, or otherwise been acquired by any other Person, or (d) if such Lender has demanded that the Borrower make any additional payment to any Lender pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender 3.5, or if any such Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be has been suspended pursuant to Section 3.3 or if any Lender is a Defaulting Lender (any such Lender3.3; provided, an “Affected Lender”)further, the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacementreduction, and provided further that, concurrently with such replacementreduction, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent Administrative Agent, the Swing Line Lender and each LC Issuer shall agree, as of such date, to purchase for cash the Advances Outstanding Credit Exposure and other Obligations then due to the Affected Lender pursuant to an Assignment and Assumption Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignmentsassignments (provided that no consent of the Affected Lender shall be required for such assignment and the Borrower shall pay the applicable assignment fee payable pursuant to Section 12.3.4), and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, to the extent applicable, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans Outstanding Credit Exposure of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If the Borrower is required pursuant to (i) any Lender makes a demand for compensation under Section 3.1, 3.2 or 3.5 or a notice of the type described in Section 3.3, (ii) the credit rating then in effect with respect to make any additional payment to a Lender’s senior unsecured long term debt securities without third-party credit enhancement is not, in the case of a Xxxxx’x rating, Baa1 (with stable outlook) or, in the case of an S&P or Fitch rating, BBB+ (with stable outlook), or better or (iii) any Lender or if any Lender’s obligation to make or continueis, or to convert Floating Rate Advances intoat any time has been, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if any Lender is a Defaulting Lender (any such Lender, an “Affected Lender”), then the Borrower Representative may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this AgreementAgreement with one or more other Lenders and/or Purchasers which are willing to accept an assignment from such Lender, provided thatand upon notice from the Borrower Representative such Affected Lender shall assign, no Default without recourse or Unmatured Default shall have occurred warranty, its Commitment, its Loans and be continuing at all of its other rights and obligations hereunder to such other Lenders and/or Purchasers for a purchase price equal to the time sum of the principal amount of the Loans so assigned, all accrued and unpaid interest thereon, such Affected Lender’s ratable share of all accrued and unpaid fees, any amount payable pursuant to Section 3.4 as a result of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory Affected Lender receiving payment of any Eurodollar Loan prior to the Borrower and the Agent shall agree, as end of an Interest Period therefor (assuming for such date, to purchase for cash the Advances and other Obligations due to the Affected Lender purpose that receipt of payment pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do soassignment constitutes payment of each outstanding Eurodollar Loan) and to become a Lender for all purposes under this Agreement and to assume all other obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay owed to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lenderhereunder.

Replacement of Lender. If (a) the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if (b) any Lender’s 's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if (any Lender is a Defaulting Lender described in the foregoing clauses (any such Lendera) or (b), an “"Affected Lender”"), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (ia) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to (i) purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement assignment substantially in the form of Exhibit B, (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do soii) and to become a Lender for all purposes under this Agreement and to Agreement, (iii) assume all obligations of the Affected Lender to be terminated as of such date and to (iv) comply with the requirements of Section 12.3 applicable to assignments, and (iib) the Borrower shall pay (without duplication of amounts paid by the replacement Lender) to such Affected Lender in same day funds on the day of such replacement (Ai) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (Bii) an amount, if any, equal to the payment which would have been due to such Affected Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If In the event that (i) any Borrower is required pursuant to Section 3.10, 3.2 0 or 3.5 0 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if 0 (any Lender is a Defaulting Lender (any such Lender, so affected an “Affected Lender”), or (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the Borrower provisions of this Agreement or any other Loan Document as contemplated by Section 0, the consent of Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required has not been obtained; then, the Borrowers may elect, if such amounts continue to be charged or such suspension is still effective, elect to replace such Affected Lender or Non-Consenting Lender (a “Terminated Lender”) as a Lender party to this Agreement, provided that, with respect to the replacement of an Affected Lender, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacementthe replacement of any Terminated Lender, (ix) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Terminated Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Terminated Lender to be terminated as of such date and to comply with the requirements of Section 12.3 0 applicable to assignments, and (iiy) the Borrower Borrowers shall pay to such Affected Terminated Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments that are due to such Affected Terminated Lender under pursuant to Sections 3.10, 3.2 0 and 3.50, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 0 had the Loans of such Affected Terminated Lender been prepaid on such date rather than sold to the replacement Lender. The Lenders agree that a Terminated Lender will not be entitled to receive liquidated damages pursuant to Section 0 as a result of its assignment under this Section 0.

Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, Eurodollar into Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if any Lender defaults in its obligation to make a Loan, reimburse an LC Issuer pursuant to Section 2.19(e) or a Swing Line Lender pursuant to Section 2.4(d) or declines to approve an amendment or waiver that requires the consent of all Lenders or all Lenders directly affected thereby that is approved by the Required Lenders or otherwise becomes a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent (any existing Lender being deemed acceptable) and, to the Borrower’s and the Administrative Agent’s reasonable satisfaction, which other bank or entity does not suffer from and is not impacted by the issue or event causing the replacement of the Affected Lender, shall agree, as of such date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if any Lender is a Defaulting Lender (any such Lender, an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank any Lender requests, or other entity which is reasonably satisfactory provides notice to the Borrower and the Agent shall agreethat it intends to request, as of such datecompensation under Section 2.12, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall is required to pay any additional amount to any Lender or any governmental authority for the account of any Lender pursuant to Section 2.15, (iii) any Lender becomes a Defaulting Lender or (iv) any Lender becomes a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Affected Lender and the Agent, require such Lender to assign and delegate, without recourse (in same day funds on accordance with and subject to the day of restrictions contained in Section 8.07), all its interests, rights and obligations under this Agreement to an assignee that shall assume such replacement obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including shall have received the date prior written consent of terminationthe Agent, including without limitation payments due to such Affected Lender under Sections 3.1which consent, 3.2 and 3.5in each case, and shall not unreasonably be withheld or delayed, (B) such Lender shall have received payment of an amount, if any, amount equal to the payment which would have been due outstanding principal amount of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal, funded participations and accrued interest and fees) or the Borrower (in the case of all other amounts), (C) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.15, such assignment will result in a material reduction in such compensation or payments and (D) in the case of any such assignment resulting from the status of such Lender on as a Non-Consenting Lender, such assignment, together with any assignments by other Non-Consenting Lenders, will enable the day Borrower to obtain sufficient consents to cause the applicable amendment, modification or waiver to become effective. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such replacement under Section 3.4 had Lender or otherwise, the Loans of circumstances entitling the Borrower to require such Affected Lender been prepaid on such date rather than sold assignment and delegation cease to the replacement Lenderapply.

Replacement of Lender. If any Lender gives notice of illegality pursuant to Section 2.6(g) or requests compensation under Section 2.13, or if the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make pay any additional payment amount to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended Governmental Authority for the account of any Lender pursuant to Section 3.3 or if any 2.14, then the Borrower may, at its sole expense and effort, upon notice to such Lender is a Defaulting and the Administrative Agent, require such Lender to assign and delegate, without recourse (any in accordance with and subject to the restrictions contained in Section 9.4, provided that the Borrower shall be obligated to pay the processing and recordation fee referred to therein), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, an “Affected Lender”if a Lender accepts such assignment), but (in each case) only if (i) the Borrower may electhas received the prior written consent of the Administrative Agent and the Issuing Bank, if which consent shall not unreasonably be withheld, (ii) such Lender has received payment of an amount equal to the outstanding principal of its Revolving Loans, LC Disbursements and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts continue payable to be charged or it hereunder (including without limitation all amounts owing to such suspension is still effectivereplaced Lender pursuant to Sections 2.13, to replace such Affected Lender 2.14 and 2.15, including with limitation any amounts owing under Section 2.13(e) as a Lender party to this Agreement, provided that, no Default or Unmatured Default shall have occurred and be continuing at the time result of such replacement), and provided further that, concurrently with such replacement, from the assignee (i) another bank or other entity which is reasonably satisfactory to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the Agent case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments. A Lender shall agreenot be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such dateLender or otherwise, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) circumstances entitling the Borrower shall pay to require such Affected Lender in same day funds on the day of such replacement (A) all interest, fees assignment and other amounts then accrued but unpaid delegation cease to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lenderapply.

Replacement of Lender. If the Borrower is required pursuant to Section 3.13.2, 3.2 3.3 or 3.5 3.4 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Term Benchmark Advances shall be suspended pursuant to Section 3.3 3.1, or if any Lender does not approve or consent to a proposed change, waiver, discharge or termination pursuant to Section 8.2.1 or an Extension Request pursuant to Section 2.21 when Lenders constituting the Required Lenders are approving such proposed change, waiver, discharge or termination pursuant to Section 8.2.1 or Extension Request, as applicable, or if any Lender is a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, elect to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 12.1 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.13.2, 3.2 3.3 and 3.53.4, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 3.3 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be Term Loans is suspended pursuant to Section 3.3 or if (b) any Lender is becomes a Defaulting Lender (any such Lender, Lender so affected as described in subclauses (a) or (b) an “Affected Lender”), the Borrower may elect(but only, in the case of clause (a), if such amounts continue to be charged or such suspension is still effective, ) elect to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations Loans due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) substantially in the form of Exhibit A and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees interest and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including including, without limitation limitation, any payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender. 2.14.

Replacement of Lender. If the any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s 's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if (any Lender is a Defaulting Lender (any such Lender, so affected an “"Affected Lender”"), the Borrower Company may elect, if such amounts continue to be charged or such suspension is still effective, to terminate or replace the Revolving Loan Commitment and Term Loans of such Affected Lender as a Lender party to this AgreementLender, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is reasonably satisfactory to the Borrower Company and the Agent shall agree, as of such date, to purchase for cash the Advances Outstanding Revolving Credit Exposure and other Obligations due to Term Loans of the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower Borrowers shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the purchasing Lender and (iii) if the Affected Lender is being terminated, the Borrowers shall pay to such Affected Lender all Obligations due to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Affected Lender's Revolving Loans and Term Loans).

Replacement of Lender. If the Borrower is required pursuant to Section 3.1, Section 3.2 or Section 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if (any Lender is a Defaulting Lender (any such Lender, so affected an “Affected Lender”), the Borrower may elect, with the consent of the Issuers and the Swing Line Lender (each consent not to be unreasonably withheld), if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (ia) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit 12.3.1 and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender which as to the Affected Lender shall be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (iib) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections Section 3.1, Section 3.2 and Section 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, into Eurodollar Advances shall be suspended pursuant to Section 3.3 or if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuer pursuant to Section 2.19(e) or the Swing Line Lender pursuant to Section 2.4(d) or declines to approve an amendment or waiver that is approved by the Required Lenders or otherwise becomes a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent and, to the Borrower’s and the Administrative Agent’s reasonable satisfaction, which other bank or entity does not suffer from and is not impacted by the issue or event causing the replacement of the Affected Lender, shall agree, as of such date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit B and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If the (i) any Borrower is required pursuant to Section 3.1, 3.2 4.12 or 3.5 4.15 to make any additional payment to any Lender or if (ii) any Lender’s obligation Lender refuses to make consent to certain proposed amendments, modifications, waivers, discharges or continue, terminations with respect to this Agreement that require the consent of all Lenders (or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended all affected Lenders) pursuant to Section 3.3 or if 11.2 and the same have been approved by the Required Lenders (any Lender is a Defaulting Lender described in clause (any such Lender, i) or clause (ii) being an “Affected Lender”), the U.S. Borrower may elect, if such amounts continue to be charged or such suspension is still effective, elect to replace the Revolving Loan Commitment of such Affected Lender as a Lender party to this AgreementLender, provided that, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the U.S. Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to Revolving Credit Exposure of the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 11.4 applicable to assignments, and (ii) the applicable Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but and unpaid that are owing to such Affected Lender by the such Borrower hereunder to and including the date of termination, including without limitation limitation, payments due to such Affected Lender under Sections 3.1, 3.2 4.12 and 3.54.15, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 4.12 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the purchasing lender.

Replacement of Lender. If the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to make any additional payment to any Lender (or any of its Participants) or any Governmental Authority for the account of any Lender (or any of its Participants), or if any Lender (or any of its Participants) notifies the Borrower of a Change in Law or a change in the Risk-Based Capital Guidelines and of such Lender’s (or Participant’s) intention to claim compensation therefor under Section 3.1 or 3.2, or if any Lender’s obligation to make or continue, or to convert Floating Base Rate Advances into, Eurodollar Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if any Lender defaults in its obligation to make a Loan or reimburse the relevant LC Issuer pursuant to Section 2.19(e) or if any Lender declines to approve a proposed amendment, supplement, consent, waiver or other modification of this Agreement or any other Loan Document that requires the vote of each Lender or each Lender directly affected thereby that is approved by the Required Lenders or if any Lender becomes a Defaulting Lender or the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur) (any such Lender, Lender so affected an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, elect to replace such Affected Lender as a Lender party to this Agreement, ; provided that, that (i) no Default or Unmatured Event of Default shall have occurred and be continuing at the time the Borrower gives notice to the Administrative Agent and such Lender of its intent to replace such Lender and (ii) if the Borrower is requesting to replace such Lender pursuant to additional payments required to be paid to such Lender (or any of its Participants) under Section 3.1, 3.2 or 3.5, any replacement Lender would not have required some or all of such replacementpayments under Sections 3.1, 3.2 or 3.5, as applicable, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit B and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, assignments and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender. If any Affected Lender fails to execute the documentation required to effectuate an assignment contemplated by the foregoing within one Business Day after receipt of such documentation, each Lender hereby authorizes and directs the Borrower to execute and deliver such documentation on behalf of such Affected Lender.

Replacement of Lender. If (a) the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if Lender, (b) any Lender’s obligation to make or continue, or to convert Floating Alternate Base Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 3.3, or if (c) any Lender is a Defaulting Lender (any such Lender, Lender so affected an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.